Advent Announces Official Closing of Tender Offer for Charlotte Russe
14 10월 2009 - 9:05PM
PR Newswire (US)
BOSTON, Oct. 14 /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 official
closing 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 the
expiration of the subsequent offering period at midnight, New York
City Time, at the end of the day on Tuesday, October 13, 2009, a
total of approximately 19,323,125 shares representing approximately
88.91% of the outstanding shares of common stock of Charlotte Russe
on a fully-diluted basis and 91.74% of the currently outstanding
shares had been validly tendered and not validly withdrawn. All
validly tendered shares have been accepted for payment and
Purchaser either has already paid or will pay for all such shares
promptly. Advent also announced today that Parent has acquired all
of the remaining outstanding shares of common stock (including the
associated preferred stock purchase rights) of Charlotte Russe by
means of a short-form merger under Delaware law. As a result of the
Merger, any shares of common stock (including the associated
preferred stock purchase rights) of Charlotte Russe not tendered
have been cancelled and (except for shares held by Parent or its
subsidiaries, or shares for which appraisal rights are properly
demanded) converted into the right to receive the same $17.50 per
share, net to the seller in cash, without interest and less any
required withholding taxes, that was paid in the Offer. Following
the merger, 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. David Mussafer, a
Managing Partner at Advent, said, "We are pleased with the
overwhelming support we have received from shareholders, and we are
excited to begin working to help Charlotte Russe achieve the
numerous growth opportunities before it. The company has initiated
a number of important steps recently that will improve its
operations, financial position and strategic direction. Advent's
investment in Charlotte Russe is consistent with the strategy we
have successfully adhered to over the past 25 years of building
valuable companies in retail and our other target industries. We
believe partnering with our Operating Partner and the former
President of Old Navy Jenny Ming will help Charlotte Russe build on
its recent progress and grow for the benefit of its customers,
employees and other stakeholders." About Charlotte Russe Charlotte
Russe Holding, Inc. is a specialty retailer offering exclusive
collections of fashionable, value-priced apparel and accessories to
women in their teens and twenties. As of September 26, 2009, the
company operated 504 stores in 45 states and Puerto Rico, as well
as a burgeoning e-commerce business. More information about
Charlotte Russe is available at http://www.charlotterusse.com/.
About Advent Founded in 1984, Advent is one of the world's leading
global buyout firms, with offices in 16 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/. Forward-looking Statements
This press release contains forward-looking statements. Advent,
Parent and Purchaser disclaim any intent or obligation to update
these forward-looking statements. All statements contained herein
that are not clearly historical in nature or that may necessarily
depend on future events are forward-looking, and the words
"anticipate," "believe," "expect," "estimate," "plan," "potential,"
"strategy," "pursue," and similar expressions are generally
intended to identify forward-looking statements. Such statements
are based on management's current expectations, but actual events
may differ materially due to various factors such as delays in
effecting the tender offer, unanticipated events, prolonged adverse
conditions in the U.S. economy, and expectations regarding
Charlotte Russe's financial condition and liquidity.
Forward-looking statements involve risks and uncertainties.
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, September 29, 2009 and October 14,
2009. Charlotte Russe initially filed a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer on
August 31, 2009, which has been subsequently amended. 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/. DATASOURCE: Advent International Corporation
CONTACT: Steve Bruce, Chuck Dohrenwend, or Monica Everett, all of
The Abernathy MacGregor Group, +1-212-371-5999, for Advent
International Corporation Web Site:
http://www.adventinternational.com/
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