Printer Friendly
The Free Library
19,573,952 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Champps Entertainment To Be Acquired for $5.60 Per Share in Cash.


LITTLETON, Colo. -- Champps Entertainment, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CMPP CMPP Centre Médico-Psycho-Pédagogique ), a leading operator of casual dining restaurants today announced that it has entered into a definitive agreement to be acquired by F&H Acquisition Corp., the holding company for Fox & Hound hound, classification used by breeders and kennel clubs to designate dogs bred to hunt animals. Most of the dogs in this group hunt by scent, their quarry ranging from such large game as bear or elk to small game and vermin; ground scenters trail slowly with the head  Restaurant Group, for $5.60 per share in cash, or an aggregate purchase price of $74.8 million.

The board of directors of Champps has unanimously approved the merger agreement and recommends that Champps' stockholders adopt the agreement and approve the merger.

Champps had previously announced the termination of its sale process on May 18, 2007 and subsequently received an unsolicited un·so·lic·it·ed  
adj.
Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions.


unsolicited
Adjective
 proposal from F&H Acquisition Corp. on May 31, 2007.

The transaction is expected to close late third-quarter or early fourth-quarter of calendar year 2007, and is subject to customary closing conditions, including among other things, the adoption of the merger agreement by the Champps' stockholders, the absence of legal prohibitions to the consummation of the merger, Champps having obtained certain governmental and third-party consents and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R.  of 1976. Atticus Capital, Champps' largest stockholder, and certain of its affiliates have entered into a voting agreement under which these stockholders agreed to vote the approximately 30% of the outstanding Champps common stock they own in favor of the merger. These stockholders' obligations to vote in favor of the transaction are subject to the terms and conditions of the voting agreement and will terminate in the event that the Merger Agreement is terminated. The transaction is not subject to any financing condition.

Under the terms of the definitive merger agreement, Champps may, subject to the provisions of the merger agreement, terminate the agreement upon payment of a termination fee termination fee

The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened.
.

North Point Advisors LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 is acting as financial advisor to Champps and has delivered a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 to the board of directors of Champps as to the fairness, from a financial point of view, of the consideration to be received by the Company's stockholders in the merger transaction. Skadden, Arps, Slate, Meagher & Flom LLP LLP - Lower Layer Protocol  is acting as special outside legal counsel to Champps.

About Champps Entertainment, Inc.

Champps Entertainment, Inc. owns and operates 49 and franchises/licenses 12 restaurants in 21 states. Champps, which competes in the upscale casual dining segment, offers an extensive menu consisting of freshly prepared food, coupled with exceptional service. Champps creates an exciting environment through the use of videos, music, sports and promotions.

About F&H

F&H is the parent corporation of Fox & Hound Restaurant Group, which operates 87 pub-themed restaurants in 25 states under the Fox & Hound[R] and Bailey's Pub & Grille grille, in architecture, a system of bars, usually of decorative metalwork, forming an openwork barrier or enclosure. In its usual materials of wrought iron or bronze, it has been favored for decorative treatment in all periods. [R] brand names. F&H is owned by Newcastle Partners, L.P., Steel Partners II, L.P. and the management of F&H.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

Certain statements made in this press release are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements include statements regarding our decision for a sale of the Company, the ability of the Company and F&H to complete the transaction contemplated by the definitive agreement, including the parties' ability to satisfy the conditions set forth in the definitive agreement and the possibility of any termination of the definitive agreement. Information on significant potential risks and uncertainties that may also cause such differences include, but are not limited to, those mentioned by the Company from time to time in its filings with the SEC. The words "may," "will," "believe," "estimate," "expect," "plan," "intend," "project," "anticipate," "could," "would," "should," "seek," "continue" "pursue" and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and, therefore, readers should not place undue reliance on these forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed transaction, a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 of Champps Entertainment, Inc. and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHAMPPS AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) a well as other filed documents containing information about Champps at www.sec.gov, the SEC's free internet site. Free copies of Champps' SEC filings are also available on Champps' internet site at www.champps.com.

Interests of Participants

Champps and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of proxies from the Company's stockholders in favor of the proposed transaction. Additional information regarding the interests of potential participants in the proxy solicitation will be included in the definitive proxy statement and other relevant documents that the Company intends to file with the SEC in connection with the scheduled special meeting of its stockholders.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Jul 5, 2007
Words:888
Previous Article:EA Introduces a New Way to Play -- EA SPORTS Family Play -- on the Wii in Madden NFL 08, NBA LIVE 08 and FIFA Soccer 08.
Next Article:RealOps Management Team Selected as Finalist for NVTC's "Hottest Management Team" Award.
Topics:



Related Articles
Agricore United (AU) and Saskatchewan Wheat Pool Inc. (SWP) announce that AU has agreed to support a revised all cash offer from SWP to acquire all...
America's largest farmer.
The impact of diversity on Black Business.
Though-provoking advice.
Room for returns: with strong demand for hotel space and limited supply, more profits may flow into shareholders' pockets.
Open for business: Gerald Loftin says don't fret about market volatility, just start investing.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles