WASHINGTON (dpa-AFX) - Fidelity National Financial Inc. (FNF) said it has commenced a tender offer via its indirect wholly-owned unit, Fred Merger Sub Inc., for all of the outstanding stock of O'Charley's Inc. (CHUX) that FNF does not currently own for $9.85 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an offer to Purchase, dated February 27, 2012, and in connection with the already announced Agreement and Plan of Merger, dated February 5, 2012, among FNF, Fred Merger Sub Inc. and O'Charley's.
The tender offer, which is slated to expire at 12:00 midnight, New York City time, on Monday, April 2, 2012, is conditioned on shares that, when combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's being validly tendered and not withdrawn, as well as other customary closing conditions, including the expiration of the HSR waiting period.
Upon the completion of the tender offer, Fred Merger Sub Inc. would merge with and into O'Charley's, and the outstanding O'Charley's shares not tendered in the tender offer would be converted into the right to receive the same $9.85 per share, net to the seller in cash, without interest and less any required withholding taxes, paid in the tender offer.
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© 2012 AFX News
