Global buyout firm Advent International Corporation has announced the official closing of its tender offer for the outstanding shares of common stock of Charlotte Russe Holding, a specialty retailer of fashion for young women.
The offer by Advent’s acquisition vehicle, Advent CR Holdings, Inc. and its wholly-owned subsidiary, Advent CR, Inc, includes the associated preferred stock purchase rights of Charlotte Russe.
Mellon Investor Services LLC, the depositary for the tender offer, has advised Advent that, as of the expiration of the subsequent offering period at midnight, New York City Time, at the end of the day on Tuesday, October 13, 2009, a total of approximately 19,323,125 shares representing approximately 88.91% of the outstanding shares of common stock of Charlotte Russe on a fully-diluted basis and 91.74% of the currently outstanding shares had been validly tendered and not validly withdrawn. All validly tendered shares have been accepted for payment andpPurchaser either has already paid or will pay for all such shares promptly.
Advent also announced today that Advent CR Holdings has acquired all of the remaining outstanding shares of common stock – including the associated preferred stock purchase rights – of Charlotte Russe by means of a short-form merger under Delaware law. As a result of the merger, any shares of common stock – including the associated preferred stock purchase rights – of Charlotte Russe not tendered have been cancelled and, except for shares held by Parent or its subsidiaries, or shares for which appraisal rights are properly demanded, converted into the right to receive the same USD17.50 per share, net to the seller in cash, without interest and less any required withholding taxes, that was paid in the offer.
Following the merger, the shares of common stock of Charlotte Russe will cease to be traded on the NASDAQ Global Select Market.
“We are pleased with the overwhelming support we have received from shareholders, and we are excited to begin working to help Charlotte Russe achieve the numerous growth opportunities before it,” says David Mussafer, a managing partner at Advent. “The company has initiated a number of important steps recently that will improve its operations, financial position and strategic direction.
“Advent’s investment in Charlotte Russe is consistent with the strategy we have successfully adhered to over the past 25 years of building valuable companies in retail and our other target industries. We believe partnering with our Operating Partner and the former President of Old Navy Jenny Ming will help Charlotte Russe build on its recent progress and grow for the benefit of its customers, employees and other stakeholders.”
