EXHIBIT
99.1
Chanticleer
Holdings to Acquire Hooters Inc.
CHARLOTTE,
N.C. – March 11, 2008 — Chanticleer Holdings,
Inc. (OTCBB:
CEEH.OB),
today
announced that Chanticleer Holdings, Inc. (“Chanticleer”, the “Company”) has
entered into a Stock Purchase Agreement for the purchase of Hooters, Inc.,
Hooters Management Corporation and their related restaurants (collectively
“HI”)
from the nine current individual HI shareholders, many of whom will continue
to
stay involved in the ongoing operation as shareholders of Chanticleer. The
transaction is valued at approximately $55.1 million and is anticipated to
close
on or before July 31, 2008. The final purchase price will be determined after
the completion of the 2007 fiscal year audit.
The
closing of the transaction is subject to Chanticleer raising the necessary
debt
and equity financing to complete the acquisition. In addition, Chanticleer
will
have to convert from its current SEC status as a business development company
(“BDC”) to an operating company prior to closing the transaction. Chanticleer
has retained an investment banking firm to assist in securing the equity capital
necessary to close the proposed transaction.
HI
was
founded in 1983 and was the creator of the Hooters brand and concept. In 1984,
HI licensed Neighborhood Restaurants of America, n/k/a Hooters of America,
Inc.
(“HOA”), owned by a separate group of shareholders, to be its exclusive licensee
in the development and expansion of its restaurant business. In 2001 HI went
on
to sell the Hooters trademarks and other related proprietary rights to HOA.
HI
retained and continues to own certain rights including a perpetual irrevocable
license agreement with greatly reduced royalties, to operate its restaurants
in
its retained territories and, most importantly, to acquire franchisees within
the Hooters system. These rights will be acquired by Chanticleer as a part
of
the transaction.
Chanticleer
has an existing relationship with HOA through its position as the lead investor
in a $5 million, 6% convertible three year promissory note to Robert Brooks,
the
former Chairman of HOA. This note is secured by and contains conversion options
into 2% of Hooters of America outstanding stock. Chanticleer was also granted
a
right of first refusal and a right to match any equity financing proposed to,
or
sought by, HOA. Additionally, Chanticleer currently holds an Option Agreement
with HOA to open Hooters franchises in the Republic of South Africa which is
under active development. The entire Hooters system, consisting of 433
restaurants in 28 countries, is currently celebrating its 25th
anniversary with events every 25th
of each
month and a grand pageant in Miami on July 23, 2008
Chanticleer
CEO, Mike Pruitt stated, “HI, as the creator of the Hooters brand and concept,
owns and operates 22 restaurants, which comprise the highest average unit gross
sales within the Hooters system, and includes locations in and around Tampa,
Florida, Chicago, Illinois and Manhattan regions, including the original Hooters
restaurant located in Clearwater, Florida. We are thrilled to have the
opportunity to buy HI and to have the opportunity to work with the strong
management team of HI. These assets will substantially increase our investment
in the Hooters brand.”
Other
affiliated companies of HI, not involved in this transaction, will continue
to
hold a number of unique and valuable rights, including a license allowing it
to
sell retail Hooters food products. Other HI affiliates which are not a part
of
this transaction include the limited liability companies which license, own
and
operate the world’s first Hooters Casino Hotel in Las Vegas,
Nevada.
According
to Neil Kiefer, CEO of HI, “Mr. Pruitt and his team at Chanticleer have the
expertise to structure complex transactions that result in strong financial
returns. We believe that this transaction with Chanticleer is in the best
interest of the long term future for our Hooters restaurants, its outstanding
employees and all stockholders, and will maximize the value of the unique rights
of HI and Chanticleer.”
Chanticleer
is currently a closed-end investment company that invests in value-based
opportunities that are typically either privately held or considered small
or
micro cap publicly traded companies. Chanticleer has elected to be treated
as a
business development company under the Investment Company Act of 1940 ("1940
Act") and will continue to operate as a BDC until the closing of this
transaction.
For
more
information about Chanticleer Holdings, please visit www.chanticleerholdings.com.
For
more
information about Hooters Inc. please visit www.originalhooters.com.
For
more
information about Hooters of America, Inc. please visit www.hooters.com.
This
press release contains forward-looking statements subject to the inherent
uncertainties in predicting future results and conditions. Any statements that
are not statement of historical fact (including statements containing the words
"believes," "plans," "anticipate," "expects," "estimates," and similar
expressions) should also be considered to be forward-looking statements. Certain
factors could cause actual results and conditions to differ materially from
those projected in these forward looking statements. These factors are
identified from time to time in our filings with the Securities and Exchange
Commission. We undertake no obligation to update such statements to reflect
subsequent events.
CONTACT:
For
Chanticleer
Chanticleer
Holdings, Inc.
Mike
Pruitt, CEO
(704)
366-5122
Investor
Relations
ZA
Consulting, Inc.
(212)
505-5976
For
Hooters, Inc.
Neil
Kiefer, CEO
(727)
725-2551