O’Charley’s Inc. (NASDAQ: CHUX) announced today that it has submitted
written notice to the Nasdaq Global Select Market (the “Nasdaq”) of its
intention to voluntarily delist its common stock, no par value, from the
Nasdaq. The Company intends to file a Form 25 with the Securities and
Exchange Commission (the “SEC”) on April 30, 2012 to delist its common
stock. The common stock will continue to be listed through May 9, 2012
and will no longer be listed on May 10, 2012. The Company intends to
file a Form 15 with the SEC on or about May 10, 2012 in order to
terminate the registration of the common stock under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to
notify the SEC of the automatic suspension of its public reporting
obligations under Sections 13(a) and 15(d) of the Exchange Act.
As previously announced, Fidelity National Financial, Inc. (“Fidelity”),
through its wholly-owned subsidiary, Fred Merger Sub Inc. (“Merger
Sub”), acquired approximately 86% of the outstanding shares of the
Company’s common stock following the successful completion of a tender
offer (the “Tender Offer”) for all of the outstanding shares of common
stock. Subsequent to Merger Sub’s exercise of its option to purchase
newly-issued shares of common stock directly from the Company, Fidelity
and Merger Sub acquired an aggregate ownership of over 90% of the
outstanding shares of the Company’s common stock on a fully-diluted
basis. Pursuant to the previously disclosed Agreement and Plan of
Merger, dated as of February 5, 2012, among Fidelity, the Company, and
Merger Sub, Fidelity intends to complete its acquisition of the Company
by effecting a short form merger (the “Merger”) on or about May 9, 2012
in accordance with the provisions of the Tennessee Business Corporation
Act. Pursuant to the Merger, Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation and a
wholly owned subsidiary of Fidelity. Each share of the Company’s common
stock outstanding immediately prior to the effective time of the Merger
that was not accepted for payment pursuant to the Tender Offer (other
than shares held by Fidelity or any subsidiary of Fidelity, including
Merger Sub, which shares will be cancelled without any conversion) will,
at the effective time of the Merger, be converted into the right to
receive $9.85 per share net to the shareholder in cash, without interest
and less any required withholding taxes.