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Whitehall Jewellers evaluating unsolicited tender offer

Dec '05
Nation's specialty jewelry headquarter Whitehall Jewellers Inc announced that its Board of Directors and management are reviewing the financial and other terms of the unsolicited tender offer made by one of its stockholders;

Newcastle Partners, L.P. ("Newcastle"), for all of the outstanding shares of the Company's common stock for $1.20 net per share, including the conditions thereto such as replacement financing for the bridge term loan and refinancing of or consent under the Company's senior credit facility.

On or before December 16, 2005, the Board of Directors will advise Company stockholders of the Company whether it recommends acceptance or rejection of the tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer.

At such time, the Board of Directors will include the reasons for its position with respect to the tender offer or its inability to take a position.

In the meantime, the Company urges its stockholders to take no action with respect to Newcastle's tender offer or Newcastle's proxy solicitation against the Company's stockholder proposal(relating to the financing arrangements between the Company and investment funds managed by Prentice Capital) until the Company's Board of Directors has made its recommendation.

Whitehall Jewellers Inc is a national specialty retailer of fine jewelry, operating 389 stores in 38 states.

The Company operates stores in regional and super regional shopping malls under the names Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros. Jewelers. The Company has previously disclosed that it intends to close 77 unprofitable stores in the near term.

Whitehall Jewellers Inc

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