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Littleton, Colo., (July 5, 2007) – Champps Entertainment, Inc. (NASDAQ: CMPP - News), 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 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 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 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.
North Point Advisors LLC is acting as financial advisor to Champps and has delivered a fairness opinion 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 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® and Bailey's Pub & Grille® brand names. F&H is owned by Newcastle Partners, L.P., Steel Partners II, L.P. and the management of F&H.
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Source: Champps Entertainment, Inc.
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