The board of directors of Champps has unanimously approved the merger agreement and recommends that Champps’ stockholders adopt the agreement and approve the merger.
Champps had previously announced the termination of its sale process on May 18, 2007 and subsequently received an unsolicited proposal from F&H Acquisition Corp. on May 31, 2007.
The transaction is expected to close late third-quarter or early fourth-quarter of calendar year 2007, and is subject to customary closing conditions, including among other things, the adoption of the merger agreement by the Champps’ stockholders, the absence of legal prohibitions to the consummation of the merger, Champps having obtained certain governmental and third-party consents and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Atticus Capital, Champps' largest stockholder, and certain of its affiliates have entered into a voting agreement under which these stockholders agreed to vote the approximately 30% of the outstanding Champps common stock they own in favor of the merger. These stockholders' obligations to vote in favor of the transaction are subject to the terms and conditions of the voting agreement and will terminate in the event that the Merger Agreement is terminated. The transaction is not subject to any financing condition.
Under the terms of the definitive merger agreement, Champps may, subject to the provisions of the merger agreement, terminate the agreement upon payment of a termination fee.