JACKSONVILLE, Fla.,
April 3, 2012 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE:FNF), a leading
provider of title insurance, mortgage services and diversified
services, today announced the successful completion of a tender
offer through its wholly-owned subsidiary, Fred Merger Sub Inc.,
for all outstanding common stock of O'Charley's Inc. (NASDAQ:CHUX)
that it did not own as of the expiration of the tender offer.
The tender offer and withdrawal rights expired at 12:00
midnight, New York City time, at
the end of Monday, April 2,
2012. According to the depositary for the tender,
approximately 17,638,620 shares (excluding approximately 1,248,704
shares subject to guarantees of delivery) were validly tendered and
not withdrawn as of the expiration time. This represents
approximately 74.9 percent of O'Charley's outstanding shares of
common stock on a fully diluted basis and 80.2 percent of
O'Charley's outstanding shares of common stock, giving Fidelity
National Financial control of O'Charley's. Fred Merger Sub
has accepted for purchase all shares that were validly tendered and
not properly withdrawn and will promptly pay for such shares at the
tender offer price of $9.85 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes.
As a result of Fred Merger Sub's purchase of shares in the
tender offer, it will be able to approve the merger without the
affirmative vote of any other O'Charley's stockholder. After
exercise of the top-up option and a one-month waiting period
required under the Tennessee Business Corporation Act, Fred Merger
Sub intends to merge with and into O'Charley's in accordance with
the "short-form" merger and other applicable provisions of the
Tennessee Business Corporation Act. Following the merger,
O'Charley's will become an indirect, wholly-owned subsidiary of
Fidelity National Financial. As a result of the merger, any
shares of O'Charley's common stock not tendered will be cancelled
and (except for shares held in treasury of O'Charley's or by
Fidelity National Financial or Fred Merger Sub) will be converted
into the right to receive the same $9.85 in cash per share, without interest and
less any applicable withholding taxes, that was paid in the tender
offer.
Following the merger, O'Charley's common stock will cease to be
traded on NASDAQ.
About FNF
Fidelity National Financial, Inc. (NYSE:FNF), is a leading
provider of title insurance, mortgage services and diversified
services. FNF is the nation's largest title insurance company
through its title insurance underwriters - Fidelity National Title,
Chicago Title, Commonwealth Land Title and Alamo Title - that
collectively issue more title insurance policies than any other
title company in the United States. In addition, among other
operations, FNF owns minority interests in Ceridian Corporation, a
leading provider of global human capital management and payment
solutions, Remy International, Inc., a leading designer,
manufacturer, remanufacturer, marketer and distributor of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy-duty trucks and other vehicles and
American Blue Ribbon Holdings, LLC, an owner and operator of the
Village Inn, Bakers Square and Max & Erma's restaurants.
More information about FNF can be found at www.fnf.com.
Forward Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of O'Charley's by FNF and its
affiliates. The actual results of the proposed transaction
could vary materially as a result of a number of factors, including
the possibility that various closing conditions for the transaction
may not be satisfied or waived. Other factors that may cause
actual results to differ materially include those other risks
detailed in the "Statement Regarding Forward-Looking Information,"
"Risk Factors" and other sections of FNF's Form 10-K and other
filings with the Securities and Exchange Commission. These
forward-looking statements reflect FNF's expectations as of the
date of this press release. FNF undertakes no obligation to
update the information provided herein.
SOURCE Fidelity National Financial, Inc.