Fidelity National Financial officially announced the completion of its tender offer for all outstanding common stock of restaurant business O’Charley’s Inc. through its wholly owned subsidiary, Fred Merger Sub Inc.
According to the depositary for the tender, approximately 17,638,620 shares were validly tendered and not withdrawn as of the expiration time. This represents approximately 74.9 percent of O’Charley’s outstanding shares of common stock on a fully diluted basis and 80.2 percent of O’Charley’s outstanding shares of common stock, giving Fidelity National Financial control of O’Charley’s.
Fred Merger Sub has accepted for purchase all shares that were validly tendered and not properly withdrawn and will promptly pay for such shares at the tender offer price of $9.85 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
As a result of Fred Merger Sub’s purchase of shares in the tender offer, it will be able to approve the merger without the affirmative vote of any other O’Charley’s stockholder. After exercise of the top-up option and a one-month waiting period required under the Tennessee Business Corporation Act, Fred Merger Sub intends to merge with and into ‘'Charley’s” in accordance with the “short-form” merger and other applicable provisions of the Tennessee Business Corporation Act.
According to the company, following the merger, O’Charley’s will become an indirect, wholly owned subsidiary of Fidelity National Financial. As a result of the merger, any shares of O’Charley’s common stock not tendered will be canceled and, except for shares held in treasury of O’Charley’s or by Fidelity National Financial or Fred Merger Sub, will be converted into the right to receive the same $9.85 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.
Following the merger, O’Charley’s common stock will cease to be traded on NASDAQ.