AGREEMENT AND PLAN OF MERGER by and among WHITEHALL JEWELLERS, INC., PRENTICE CAPITAL MANAGEMENT, LP, HOLTZMAN OPPORTUNITY FUND, L.P. WJ HOLDING CORP. and WJ ACQUISITION CORP. Dated as of February 1, 2006Agreement and Plan of Merger • April 21st, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and among Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), Prentice Capital Management, LP, a Delaware limited partnership (“Parent”), Holtzman Opportunity Fund, L.P. (“Holtzman”) WJ Holding Corp., a Delaware corporation and affiliate of Parent and Holtzman (“Holdco”), and WJ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Holdco (“Purchaser”).
Duff & Phelps Superior Proposal OpinionWhitehall Jewellers Inc • April 21st, 2006 • Retail-jewelry stores
Whitehall Jewellers, Inc. (“Whitehall” or the “Company”) has entered into a Securities Purchase Agreement (“SPA”) with PWJ Lending LLC, PWJ Funding LLC and Holtzman Opportunity Fund, L.P. (“Holtzman”). The transactions contemplated by the Transaction Documents (as defined in the SPA) are hereinafter referred to as the Prentice Transaction. On or about December 2, 2005, Newcastle Partners initiated an unsolicited offer for all the outstanding shares of the Company (“Initial Tender Offer”), and subsequently revised its offer (“Tender Offer”). The Board of Directors engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor in connection with the Tender Offer and any other unsolicited offers that may arise to provide advice regarding whether the Tender Offer and related transactions is more favorable, from a financial point of view, to the Company, its stockholders and creditors, taken as a whole, than the Prentice Transaction (“Superior Proposal”), as outlined in S
