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Champps Entertainment to Pursue Sale; Enters into Letter of Intent with Kinderhook.


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 ) today announced that a Special Committee of its Board of Directors has decided to pursue a sale of the company and that it has entered into a letter of intent with Kinderhook Industries, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 to sell all of its assets (other than certain tax assets) to an investment entity to be formed by Kinderhook, Champps' Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Michael P. O'Donnell, and Champps' Chief Financial Officer, David D. Womack, for a purchase price of $75 million in cash, plus the assumption of all of Champps' liabilities, including its outstanding debt.

Following completion of the transaction, Champps will remain a publicly held company and will seek to reinvest re·in·vest  
tr.v. re·in·vest·ed, re·in·vest·ing, re·in·vests
To invest (capital or earnings) again, especially to invest (income from securities or funds) in additional shares.
 the sale proceeds in another profitable business or businesses.

Completion of the transaction is subject to, among other conditions, the satisfactory completion of a due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  review by Kinderhook, the negotiation and execution of a definitive purchase agreement, the obtaining of debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 by Kinderhook and the obtaining of Champps' shareholder approval and other required consents and approvals. There can be no assurance that a definitive agreement will be reached, that the other conditions will be satisfied or that any transaction will be consummated.

The letter of intent with Kinderhook provides that Champps is free to solicit competing proposals for the acquisition of the Company. If Champps determines to pursue an alternative transaction, it has agreed to pay Kinderhook a break-up fee of up to $2 million plus reimbursement of its expenses, depending on the timing and circumstances of its decision.

The letter of intent was approved by the Special Committee, which consists of four independent directors. North Point Advisors LLC is acting as financial advisor to the Special Committee and Skadden, Arps, Slate, Meagher & Flom LLP LLP - Lower Layer Protocol  is acting as its legal advisor.

About Champps Entertainment, Inc.

Champps Entertainment, Inc. owns and operates 49 and franchises/licenses 13 Champps restaurants in 22 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 Kinderhook Industries, LLC

Kinderhook Industries, LLC is a $470 million private equity firm with an investment philosophy of combining senior management and operating experience in a variety of industries with the financial and investment know-how of private equity professionals. Kinderhook's primary investment focus is on non-core divisions of corporate parents, management buyouts Management buyout (MBO)

Leveraged buyout whereby the acquiring group is led by the firm's management.


management buyout

See going private.
 of entrepreneurial-owned businesses, and acquisitions of small capitalization public companies.

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 to pursue a sale of the Company, the ability of the Company and Kinderhook to complete the transaction contemplated by the letter of intent, including the outcome of Kinderhook's due diligence investigation and its efforts to obtain debt financing, as well as the parties' ability to satisfy the other conditions set forth in the letter of intent, and the results of the Company's efforts to solicit competing proposals for the acquisition of the Company. 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.
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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.

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Publication:Business Wire
Date:Jan 11, 2007
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