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Fidelity National to acquire O'Charley's in $221 mln cash deal
Fidelity National Financial (NYSE:FNF) said Monday that it has agreed to acquire all of the outstanding shares of O’Charley’s (NASDAQ:CHUX) that it does not already own in a transaction that values the casual dining family restaurant at $221 million in cash.
Fidelity National, along with its subsidiaries, offers specialty insurance, mortgage, escrow services and information services in the United States.
O'Charley's runs more than 340 full-service restaurants under the O'Charley's, Ninety Nine and Stoney River concepts.
Fidelity National, which already has a 9.5 percent stake, is offering $9.85 per share in cash for the rest of the shares, representing a premium of 42 percent to O’Charley’s closing price of $6.92 on Friday.
Fidelity’s stock fell nearly one percent to $18.25 in New York Monday morning, while O’Charley’s shares rose 41.76 percent to $9.81 each on the Nasdaq.
Under the deal’s terms, the title insurer plans to start a tender offer for all outstanding shares on or about February 24. The initial tender is slated to expire April 2, and close shortly after.
Both Fidelity and O'Charley's boards have unanimously approved the transaction, and said they expect the deal to close in the second quarter.
But O'Charley's can still seek out third-party proposals until March 6.
The deal is Fidelity National's latest move in its effort to distance itself from the insurance industry and diversify into other businesses.
"We have been seeking an investment in a larger, scalable, strategic restaurant operating company to complement our successful investment in American Blue Ribbons Holdings, LLC," chairman William P. Foley II said in a statement.
American Blue Ribbons Holdings operates more than 220 company-owned restaurants, nearly 140 franchised restaurants and makes about $455 million annually.
Separately, O'Charley's also reported Monday it saw a smaller fourth-quarter loss than a year ago as it benefited from fewer charges and expenses, as well as solid results at its Ninety Nine Restaurants and Stoney River Legendary Steaks locations.
O'Charley's reported a net loss of $8.1 million, or 37 cents per share, for the period that ended on December 25. That compares with a loss of $20.6 million, or 97 cents per share, during the same period a year ago.
Revenue slipped one percent to $182.2 million from $183.5 million a year ago due to fewer restaurants running during the period.




















