Whitehall Jewellers & Newcastle yet to hammer out tender deal

06 Jan '06
3 min read

Whitehall Jewellers Inc announced that it has been advised by Newcastle Partners, L.P. ("Newcastle") that it does not have a firm commitment to fund its proposed tender offer and merger, but that it was revising its tender offer to $1.50 per share, including the conditions thereto such as the refinancing of or consent under the Company's senior credit facility.

The Board of Directors will disclose its position with respect to the revised tender offer and the reasons therefore following its review of the terms of Newcastle's revised offer. In the meantime, the Company urges its stockholders to take no action with respect to Newcastle's tender offer.

Whitehall's Board of Directors had previously determined that it cannot consider any proposal that does not have a firm commitment for the refinancing, an agreement with the Company's vendors for the payment of amounts owed to them and the necessary committed funds to close the transaction.

The Company has engaged in numerous discussions with Newcastle about potential financing. Newcastle has failed to demonstrate its ability to refinance the Company's outstanding debt and expected financing needs.

The Company has repeatedly requested such information over the past month and most recently requested evidence of a binding commitment for the refinancing be provided no later than January 4, 2006.

Instead, Newcastle chose to make yet another offer, first in a press release, still failing to address these fundamental issues.

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