Chanticleer
Holdings to Acquire Texas Wings
CHARLOTTE,
N.C., July 8, 2008 (PRIME NEWSWIRE) -- Chanticleer Holdings, Inc. (OTC
BB:CEEH.OB) (“Chanticleer”, the “Company”), today announced that it has entered
into an Asset Purchase Agreement to acquire substantially all the assets
of
Texas Wings Incorporated and its 45 related Hooters branded restaurants
(collectively “Texas Wings”) for total consideration of approximately $106
million, including approximately $53 million in cash, approximately $37 million
in shares of Chanticleer common stock and convertible notes with an aggregate
principal amount of approximately $16 million (the “Transaction”).
Chanticleer
will combine Texas Wings with Hooters, Inc. (“HI”) and its 22 Hooters
restaurants, which the Company agreed to acquire on March 7, 2008, to create
one
operating company. Texas Wings is one of the strongest franchisees in the
Hooters restaurant system and when combined with HI, which was the original
creator of the Hooters concept, they are expected to form the standard bearer
for the Hooters brand.
The
Transaction is subject to a number of customary closing conditions and is
anticipated to close during the 3rd
Quarter
of 2008, concurrently with the closing of the HI acquisition. The final purchase
price will be determined after the completion of the 2007 fiscal year audit.
Kelly
and
Judy Hall
opened
their first Texas Wings restaurant in Dallas’ West End almost 20 years ago.
Founder and President, Kelly Hall, said,
“Early
on, our partners had to have the same faith that we had. Our team worked
hard
and our partners stayed the course. Everything was riding on the success
of the
first store, because that’s all we had. If the first store wasn’t successful, we
were finished. We relate to HI and their story because we both went ‘all in’
with one restaurant. Now, our 45 restaurants and strong management team are
combining with old friends.” He added, “I have known Neil Kiefer, HI’s CEO, and
the HI team for a long time, and I believe that these two companies have
what it
takes to reach another level of success together, which is why we are
maintaining a controlling interest in the combined entity.”
Hooters,
Inc. opened the original Hooters restaurant 25 years ago in Florida. HI was
the
creator of the Hooters concept and is led by Neil Kiefer, who has been with
HI
since inception, first as outside counsel and now as the CEO. Currently,
HI
operates 22 Hooters restaurants in Tampa, Chicago, and Manhattan. HI holds
a
perpetual license and is not a franchisee. When HI sold the Hooters brand
to
Hooters of America, HI retained unique acquisition and operational rights
in the
divesture, which will benefit the Company going forward. HI has the right
to
acquire existing Hooters franchisees without the consent of the franchisor,
and
HI has significant flexibility in the manner in which it operates its
restaurants, rights that will benefit the Texas Wings business upon the closing
of the Transaction. These unique rights, combined with Chanticleer’s right to
match any offer for the acquisition of Hooters of America, leave the Company
with many avenues for substantial growth within the Hooters family.
Chanticleer
CEO Mike Pruitt remarked, “This Transaction will combine two of the strongest
operators in the Hooters network totaling 67 restaurants, including twelve
of
the top twenty grossing restaurants in the entire system. These two transactions
will give us an excellent platform for expansion and over $200 million in
annualized revenue. We are excited by this opportunity to bring these two
great
companies together.”
Neil
Kiefer, CEO of HI, stated, “I'm very enthusiastic about the potential of the
combined companies and our future together. We will have significant revenue,
substantial cash flow and the financial flexibility to pursue additional
growth
opportunities as a public entity.”
About
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 is currently treated as
a
business development company (BDC) under the Investment Company Act of 1940
(“1940 Act”), however has notified the SEC and its shareholders of its intention
to convert back to an operating company from a BDC, with such election expected
to become effective on or around July 15, 2008. For more information about
Chanticleer Holdings, please visit http://www.chanticleerholdings.com.
About
Texas Wings
Texas
Wings, a franchisee of Hooters of America, Inc., opened its first store in
1989
in Dallas and now operates 45 Hooters restaurants in Texas. Texas Wings was
founded and is controlled by its president, Kelly Hall. Texas Wings. For
more
information about Texas Wings please visit http://www.hooterstexas.com.
About
Hooters, Inc.
Hooters,
Inc., the “Original Hooters”, started the Hooters concept 25 years ago and the
entire franchise system is celebrating its 25-year anniversary all year long.
Neil Kiefer, HI’s CEO, has been with HI since the beginning and will lead the
combined entity. For more information about Hooters, Inc, please visit
http://www.originalhooters.com.
About
Hooters of America
Hooters
of America, Inc. is the Atlanta-based operator and franchiser of over 440
Hooters locations in 42 states in the US, Argentina, Aruba, Austria, Australia,
Brazil, Canada, Chile, China, Columbia, Costa Rica, England, Germany, Greece,
Guatemala, Israel, Korea, Mexico, Paraguay, Panama, Peru, The Philippines,
Singapore, Spain, Switzerland, Taiwan, Venezuela and the Virgin Islands.
The
privately held corporation owns 123 units. For more information about Hooters
of
America, Inc. please visit http://www.hooters.com.
Forward
Looking Statements
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.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to sell or the solicitation of an offer to buy any securities, nor
shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Contacts:
Chanticleer
Holdings, Inc.
Mike
Pruitt,
CEO
(704)
366-5122
Texas
Wings,
Incorporated
Kelly
Hall,
CEO
(214)
341-8151