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O'Charley's Inc. Message Board

  • janerockets janerockets Feb 9, 2012 2:07 PM Flag



    I just spoke with the law firm and they provided me with the merger agreement and in it it states how the company will not seek out any other bidders, will not provide any due diligence, how management will not vote for any new bidder and that even if a bidder came forward it would have to pay tens of millions of dollars in order for it to make a topping bid, which fidelity can match.

    How is anyone of this fair.

    Here was the information on the law firm:

    Tripp Levy PLLC Investigates Acquisition of O’Charley’s by Fidelity National Financial

    NEW YORK, Feb. 6, 2012 /PRNewswire/ -- Tripp Levy PLLC, a leading national securities law firm, notifies investors of O’Charley’s Inc.(NASDAQ:CHUX) of potential claims of breaches of fiduciary duty and other violations of state law against the board of directors of O’Charley’s in connection with the sale of the company to Fidelity National Financial, Inc. (NYSE: FNF). It was announced today Fidelity acquired to acquire all of the outstanding common stock of O'Charley's that it does not currently own for $9.85 per share in cash. FNF currently owns 2,079,542, or 9.5%, of the outstanding shares of common stock of O'Charley's.
    Under the terms of the definitive agreement, Fidelity intends to commence a tender offer for all of the outstanding shares of common stock of O'Charley's that it does not currently own on or about February 24, 2012. The initial tender is expected to expire on April 2, 2012, and to close shortly thereafter, assuming that shares that, combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's are properly tendered and not withdrawn.
    The investigation concerns whether the O’Charley’s Board of Directors breached their fiduciary duties to stockholders by failing to adequately shop the company before entering into this transaction and whether Fidelity is underpaying for O’Charley’s shares, thus unlawfully harming stockholders. .

    If you own O’Charley’s common stock and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact

    Tripp Levy
    Tripp Levy PLLC
    125 East 82nd Street
    9th Floor
    New York, New York
    Toll Free: 877-772-3975

    Tripp Levy PLLC is a national law firm that specializes in mergers & acquisitions, takeover litigation, shareholder rights, and corporate governance matters in state and federal courts throughout the United States. Attorney advertising. Prior results do not guarantee a similar outcome.
    SOURCE Tripp Levy PLLC

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    • " states how the company will not seek out any other bidders..."

      Those Busturds!!

      They put out a press release saying that they WOULD solicit other bidders and filed with the SEC what must be a FAKE merger agreement with verbage that permits CHUX to seek out other bidders through March 06.

      "shall have the right to: (i) initiate, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information ..."

      Good thing we have Tripp Levy to check out these things! You gotta get up pretty early to fool him.