O’Charley’s Inc.

Robbins Umeda LLP Announces an Investigation O’Charley’s Inc.

Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the Board of Directors of O’Charley’s Inc. (NASDAQ: CHUX) in connection with their efforts to sell the company to Fidelity National Financial, Inc. (NYSE: FNF).  Concerned shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly.  You can also contact attorney Gregory E. Del Gaizo at (800) 350-6003.

On February 6, 2012, it was announced that O’Charley’s entered into a definitive merger agreement pursuant to which Fidelity National Financial will acquire all outstanding shares of O’Charley’s common stock in an all-cash transaction.  According to the terms of the deal, O’Charley’s shareholders will receive $9.85 in cash for each share of the company they currently own.  Fidelity National Financial currently owns over 2 million, or approximately 9.5%, of all outstanding shares of O’Charley’s common stock.  According to the deal announcement, Fidelity National Financial plans to commence a tender offer for the remaining shares on or about February 24, 2012.

Robbins Umeda LLP’s investigation focuses on whether O’Charley’s Board is undertaking a fair process to obtain maximum value and adequately compensate shareholders. On February 6, 2012, O’Charley’s announced financial results for the fourth quarter of 2011 that exceeded analyst expectations.  The company reported quarterly revenue of $182.16 million, while analysts polled by Bloomberg had only expected revenue of $181 million for the same period. 

In addition, the firm is investigating whether self-dealing and other employment guarantees played a part in the decision by O’Charley’s Board to enter into the agreement with Fidelity National Financial.  According to the terms of the deal, certain officers and directors are slated to remain employed by the surviving corporation.

Robbins Umeda attorneys highlight that O’Charley’s shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company’s shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner.

Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law.  The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.

 

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