Advent Announces Acceptance for Payment of Shares Tendered in Charlotte Russe Tender Offer and Commencement of Subsequent Offeri
30 9월 2009 - 12:34PM
PR Newswire (US)
BOSTON, Sept. 29 /PRNewswire/ -- Advent International Corporation
("Advent"), a leading global buyout firm, and Charlotte Russe
Holding, Inc. ("Charlotte Russe") (NASDAQ:CHIC), a specialty
retailer of fashion for young women, announced today the successful
completion of the tender offer by Advent's acquisition vehicle,
Advent CR Holdings, Inc. ("Parent") and its wholly-owned
subsidiary, Advent CR, Inc. ("Purchaser"), for all of the
outstanding shares of common stock (including the associated
preferred stock purchase rights) of Charlotte Russe. Mellon
Investor Services LLC, the Depositary for the tender offer, has
advised Advent that, as of midnight, New York City Time, at the end
of the day on September 28, 2009, the expiration date of the tender
offer, a total of approximately 18,001,964 shares representing
approximately 79.255% of the outstanding shares of common stock of
Charlotte Russe on a fully-diluted basis and 85.477% of the
currently outstanding shares had been validly tendered and not
validly withdrawn as of the expiration date (in addition to 800,253
shares tendered under guaranteed delivery procedures). All validly
tendered shares have been accepted for payment and Advent will pay
for all such shares promptly. Advent and Charlotte Russe also
announced today that Purchaser would make available a subsequent
offering period commencing immediately and expiring at midnight,
New York City time, at the end of the day on Tuesday, October 13,
2009 for all shares of common stock (including the associated
preferred stock purchase rights) of Charlotte Russe not tendered
into the offer prior to the September 28th expiration date.
Stockholders who have already tendered their shares do not have to
re-tender their shares or take any other action as a result of the
subsequent offering period. During the subsequent offering period,
Purchaser will accept for payment and promptly pay for shares of
common stock (including the associated preferred stock purchase
rights) of Charlotte Russe as they are tendered. Stockholders who
tender shares during this period will receive the same $17.50 per
share of Charlotte Russe common stock tendered in the tender offer,
net to the seller in cash, without interest and less any applicable
withholding taxes. Procedures for tendering shares during the
subsequent offering period are the same as during the initial
offering period with two exceptions: (1) shares cannot be delivered
by the guaranteed delivery procedure and (2) pursuant to Rule
14d-7(a)(2) under the Securities Exchange Act of 1934, as amended,
shares tendered during the subsequent offering period may not be
withdrawn. Parent and Purchaser reserve the right to extend the
subsequent offering period in accordance with the offer to purchase
and applicable law. Following the expiration of the subsequent
offering period, Purchaser will acquire all of the remaining
outstanding shares of common stock (including the associated
preferred stock purchase rights) of Charlotte Russe by means of a
merger under Delaware law. Following the merger, Purchaser will be
merged with and into Charlotte Russe and will become a wholly-owned
subsidiary of Parent, and each share of Charlotte Russe's
outstanding common stock will be cancelled and converted into the
right to receive the same consideration, without interest, received
by holders who tendered in the tender offer or the subsequent
offering period. Thereafter, the shares of common stock (including
the associated preferred stock purchase rights) of Charlotte Russe
will cease to be traded on the NASDAQ Global Select Market. About
Charlotte Russe Charlotte Russe Holding, Inc. is a mall-based
specialty retailer of fashionable, value-priced apparel and
accessories targeting young women in their teens and twenties. As
of June 27, 2009, Charlotte Russe operated 501 stores in 45 states
and Puerto Rico. For more about Charlotte Russe, please visit
http://www.charlotterusse.com/. About Advent Founded in 1984,
Advent 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 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 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.
More information about Advent is available at
http://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 tender offer described in this press release is
being made pursuant to a tender offer statement on Schedule TO
(including the offer to purchase, the related letter of transmittal
and other tender offer documents) filed by Parent and the Purchaser
with the Securities and Exchange Commission (the "SEC") on August
31, 2009, as amended on September 16, 2009, September 28, 2009 and
September 29, 2009. Charlotte Russe filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer on the same date. The tender offer
statement (including the offer to purchase, the related letter of
transmittal and other tender offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before making any decision to tender
securities in the tender offer. Those materials are available to
Charlotte Russe's stockholders at no expense to them upon request
to Innisfree M&A Incorporated, the Information Agent for the
tender offer at (888) 750-5834 (toll free). In addition, all of
those materials (and all other tender offer documents filed with
the SEC) are available at no charge on the SEC's website:
http://www.sec.gov/. CONTACTS: Marissa Wolf Tel: 212-850-5647
DATASOURCE: Advent International Corporation CONTACT: Marissa Wolf,
for Advent International Corporation, +1-212-850-5647,
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