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Advent announces signed merger agreement, tender offer for Charlotte Russe

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BOSTON, August 24, 2009 — Advent International Corporation, a leading global buyout firm, today announced that its newly-formed acquisition vehicles, Advent CR Holdings, Inc. (“Parent”) and its wholly-owned subsidiary, Advent CR, Inc. (“Purchaser”), have signed a definitive merger agreement with Charlotte Russe Holding, Inc. (“Charlotte Russe”) (NASDAQ: CHIC), a specialty retailer of fashion for young women.  Under the terms of the merger agreement, Purchaser will commence a tender offer to purchase for cash all of the outstanding shares of Charlotte Russe common stock, and the associated preferred stock purchase rights, at a price of $17.50 per share.  Following completion of the tender offer, Advent will complete a second-step merger in which any remaining shares of Charlotte Russe will be converted into the right to receive the same price per share paid in the tender offer.  The transactions are subject to customary closing conditions, but are not subject to any financing condition.

The Board of Directors of Charlotte Russe has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, based upon, among other factors, the approval and recommendation of a Special Committee of the Board, and has resolved to recommend that Charlotte Russe stockholders tender their shares in connection with the tender offer contemplated by the merger agreement. 

Founded in 1975 and headquartered in San Diego, CA, Charlotte Russe is a specialty retailer of fashionable, value-priced apparel and accessories targeting young women in their teens and twenties, through 501 stores in 45 states and Puerto Rico. In its fiscal year ending September 27, 2008, Charlotte Russe generated $823.3 million in gross annual revenue.

David Mussafer, a Managing Partner at Advent International Corporation, said, “We are excited to purchase Charlotte Russe and to work with former Old Navy president Jenny Ming, an Advent operating partner, to build on the foundation established by the management team.”

Advent International Corporation has been investing in the retail sector for two decades and has funded over 25 retail businesses across a range of subsectors, including specialty retail, value retail, duty-free and food services. Completed apparel retail investments include lululemon athletica (NASDAQ: LULU), the premier athletic and yoga apparel specialty retailer; Fat Face, the U.K.'s leading active lifestyle clothing retailer; and New Look Group plc, the U.K. women’s value fashion retailer. Currently Advent International holds Gérard Darel, a leading French designer and retailer of women's ready-to-wear clothing, and Takko, a leading European fashion discounter.

Cowen & Company, LLC is acting as financial advisor to the Board of Directors of Charlotte Russe and has delivered a fairness opinion to the Charlotte Russe Board and Special Committee.  Peter J. Solomon Company, L.P. is acting as financial and strategic advisor to the Charlotte Russe Special Committee and has also delivered a fairness opinion to the Charlotte Russe Board and Special Committee.  Cooley Godward Kronish LLP is legal counsel to Charlotte Russe, and Covington & Burling LLP is legal counsel to the Special Committee.  Moelis & Co. is the M&A advisor to Advent International Corporation, and Weil, Gotshal & Manges LLP is legal counsel to Advent International Corporation.

About Charlotte Russe

Charlotte Russe Holding, Inc. is a mall-based specialty retailer of fashionable, value-priced apparel and accessories targeting young women in their teens and twenties. As of June 27, 2009, Charlotte Russe operated 501 stores in 45 states and Puerto Rico. For more about Charlotte Russe, please visit http://www.charlotterusse.com.

Important Information about the Tender Offer

The description contained in this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.  The planned tender offer described in this press release has not commenced.  At the time the planned tender offer is commenced, the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and the Company will file a solicitation/ recommendation statement on Schedule 14D-9, with respect to the planned tender offer.  The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer.  Those materials will be made available to the Company's stockholders at no expense to them.  In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec,gov.

 

 

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