Charlotte Russe Holding, Inc. (NASDAQ: CHIC), a leading
mall-based specialty retailer for young women, announced today that
it has entered into a definitive agreement to be acquired and taken
private by investment funds managed by Advent International
Corporation, a leading global private equity firm with significant
expertise in the retail sector.
Under the terms of the merger agreement, an affiliate of Advent
will commence a tender offer to purchase for cash all of the
outstanding shares of Charlotte Russe common stock, and the
associated preferred stock purchase rights, at a price of $17.50
per share, for a total value of approximately $380 million. The
tender offer is expected to commence on or before August 31, 2009
and to expire on the 20th business day following and including the
commencement date, unless extended in accordance with the terms of
the merger agreement and the applicable rules and regulations of
the Securities and Exchange Commission. Following completion of the
tender offer, the parties will complete a second-step merger in
which any remaining shares of Charlotte Russe will be converted
into the right to receive the same price per share paid in the
tender offer.
Jennifer Salopek, Chairman of Charlotte Russe, said, “After
careful consideration of a full range of strategic alternatives,
including an extensive, publicly announced sale process, we are
pleased to have reached this agreement with Advent, which creates
substantial value for our stockholders. This transaction represents
a premium of 255% over Charlotte Russe’s closing share price on
January 21, 2009, the day we announced we were exploring strategic
alternatives, a premium of 169.6% over our closing share price on
March 11, 2009, the day before we announced we were pursuing a sale
process, and a premium of 26.9% over our closing share price on
August 21, 2009, the last trading day before the merger agreement
was signed. Advent’s desire to add Charlotte Russe to its portfolio
underscores our solid business model, the talent of our people and
the significant progress we have made in transforming Charlotte
Russe into a top-tier specialty retailer."
John Goodman, Chief Executive Officer of Charlotte Russe, said,
“Over the last several quarters, we have worked diligently,
increasing our focus on individual store performance metrics,
better merchandising and implementing best retail practices to
improve operational performance, profitability and shareholder
returns. Advent brings in-depth sector knowledge of the rapidly
changing retail landscape and an exceptional track record of
supporting growth. I am confident that this partnership will create
opportunities for our employees and positions us well for the
future.”
David Mussafer, a Managing Partner at Advent, said, “We are
excited to purchase Charlotte Russe and to work with former Old
Navy president Jenny Ming, an Advent operating partner, to build on
the foundation established by the management team.”
The Board of Directors of Charlotte Russe has unanimously
approved the merger agreement and the transactions contemplated by
the merger agreement, based upon, among other factors, the approval
and recommendation of a Special Committee of the Board, and has
resolved to recommend that Charlotte Russe stockholders tender
their shares in connection with the tender offer contemplated by
the merger agreement. The transactions are subject to customary
closing conditions, but are not subject to any financing
condition.
Cowen & Company, LLC is acting as financial advisor to
Charlotte Russe and has delivered a fairness opinion to the
Charlotte Russe Board and Special Committee. Peter J. Solomon
Company, L.P. is acting as financial and strategic advisor to the
Charlotte Russe Special Committee and has also delivered a fairness
opinion to the Charlotte Russe Board and Special Committee. Cooley
Godward Kronish LLP is legal counsel to Charlotte Russe, and
Covington & Burling LLP is legal counsel to the Special
Committee. Moelis & Co. is the M&A advisor to Advent
International Corporation, and Weil, Gotshal & Manges LLP is
legal counsel to Advent International Corporation.
About Charlotte
Russe
Founded in 1975 and headquartered in San Diego, CA, Charlotte
Russe is mall-based specialty retailer of fashionable, value-priced
apparel and accessories targeting young women in their teens and
twenties, through 501 stores in 45 states and Puerto Rico. In its
fiscal year ending September 27, 2008, Charlotte Russe generated
$823.3 million in gross annual revenue. For more about Charlotte
Russe, please visit http://www.charlotterusse.com.
About Advent International
Corporation
Founded in 1984, Advent International Corporation is one of the
world's leading global buyout firms, with offices in 15 countries
on four continents. A driving force in international private equity
for 25 years, Advent International Corporation has built an
unparalleled global platform of over 140 investment professionals
across Western and Central Europe, North America, Latin America and
Asia. The firm focuses on international buyouts, strategic
repositioning opportunities and growth buyouts in five core
sectors, working actively with management teams to drive revenue
growth and earnings improvements in portfolio companies. Since
inception, Advent International Corporation has raised $24 billion
in private equity capital and, through its buyout programs, has
completed more than 250 transactions valued at approximately $45
billion in 35 countries.
Advent International Corporation has been investing in the
retail sector for two decades and has funded over 25 retail
businesses across a range of subsectors, including specialty
retail, value retail, duty-free and food services. Its apparel
retail investments have included lululemon athletica (NASDAQ:
LULU), the premier athletic and yoga apparel specialty retailer;
Gérard Darel, a leading French designer and retailer of women's
ready-to-wear clothing; Fat Face, the U.K.'s leading active
lifestyle clothing retailer; Takko, a leading European fashion
discounter; and New Look Group plc, the U.K. women’s value fashion
retailer. More information about Advent International Corporation
is available at www.adventinternational.com.
Important Information about
the Tender Offer
The description contained in this press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The planned tender offer described in this press
release has not commenced. At the time the planned tender offer is
commenced, the Advent affiliates that entered into the Merger
Agreement will file a tender offer statement on Schedule TO with
the Securities and Exchange Commission, and Charlotte Russe will
file a solicitation/ recommendation statement on Schedule 14D-9,
with respect to the planned tender offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other tender offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully before making any
decision to tender securities in the planned tender offer. Those
materials will be made available to Charlotte Russe's stockholders
at no expense to them. In addition, all of those materials (and all
other tender offer documents filed with the SEC) will be made
available at no charge on the SEC’s website: www.sec.gov.
In addition to the offer to purchase, the related letter of
transmittal and other tender offer documents, as well as the
solicitation/recommendation statement, Charlotte Russe files
annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Charlotte Russe at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-732-0330 for further
information on the public reference room. Charlotte Russe’s filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained herein, this
press release contains forward-looking statements. Such statements
include, but are not limited to, statements about Charlotte Russe’s
beliefs, plans, objectives, goals, expectations, estimates and
intentions that are subject to significant risks and uncertainties
and are subject to change based on various factors, many of which
are beyond our control. The words “may,” “could,” should,” “would,”
“believe,” anticipate,” “estimate,” “expect,” “intend,” “plan,”
“target,” “goal,” and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from historical results or from any
results expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to, the
risk that a condition to the closing of the transaction will not be
satisfied, other risks to consummation of the transaction,
including the risk that the transaction will not be consummated
within the expected time period, general and regional economic
conditions, industry trends, consumer demands and preferences,
competition from other retailers and uncertainties generally
associated with women's apparel and accessory retailing. A
description of these factors, as well as others that could affect
the Company's business, is set forth in the Company's annual report
on Form 10-K and quarterly reports on Form 10-Q, filed with the
Securities and Exchange Commission. The Company disclaims any
obligation to update any forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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