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Whitehall Jewellers - Prentice & Holtzman merger announced

06
Feb '06

Specialty retailer of fine jewelry, Whitehall Jewellers Inc announced that it has reached an agreement with Prentice Capital Management, LP ("Prentice") and Holtzman Opportunity Fund, LP to acquire Whitehall.

Prentice and Holtzman will commence a cash tender offer for all outstanding shares of Whitehall common stock at $1.60 per share, net to the seller in cash, subject to certain limited conditions.

The offer is expected to commence on or about February 8 and will remain open for a minimum of 20 business days.

Any shares not purchased in the offer will be acquired for the same price in cash in a second-step merger, subject to certain limited conditions.

After consultation with the Company's financial and legal advisors, the Board of Directors of Whitehall concluded that the previously announced Newcastle proposal no longer constitutes a "Superior Proposal" in light of the revised Prentice transaction.

In connection with the merger agreement, the parties are terminating the securities purchase agreement previously entered into with Prentice and Holtzman.

The special meeting of stockholders that was previously postponed to February 6, 2006 in connection with the Company's proxy and that securities purchase agreement has been cancelled.

The January 31, 2006 maturity of Whitehall's bridge term loan credit agreement dated October 3, 2005 is being extended for three years, subject to customary conditions, in connection with the merger agreement, and the Lenders are making an additional $20 million loan to Whitehall for working capital and general corporate purposes.

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