AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 5, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FRED MERGER SUB INC. AND O’CHARLEY’S INC.Agreement and Plan of Merger • February 27th, 2012 • Fidelity National Financial, Inc. • Title insurance • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2012 (this “Agreement”), by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and O’CHARLEY’S INC., a Tennessee corporation (the “Company”). Certain capitalized terms are defined in Section 9.12.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 27th, 2012 • Fidelity National Financial, Inc. • Title insurance • Tennessee
This Confidentiality Agreement (this “Agreement”) is entered into to be effective as of this 23rd day of November, 2011, by and between O’Charley’s Inc., a Tennessee corporation (the “Company”), and American Blue Ribbon Holdings, LLC, a Delaware limited liability company (“ABRH”), and Fidelity National Financial, Inc., a Delaware corporation (“FNF”). ABRH and FNF are each referred to herein as an “Interested Party” and collectively as the “Interested Parties.”
Offer To Purchase For Cash All Outstanding Shares Of Common Stock of O’CHARLEY’S INC. at $9.85 NET PER SHARE by FRED MERGER SUB INC. an indirect, wholly-owned subsidiary of FIDELITY NATIONAL FINANCIAL, INC.Fidelity National Financial, Inc. • February 27th, 2012 • Title insurance
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer of Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Parent and the Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning O’Charley’s contained in this summary term sheet and elsewhere in the Offer to Purchase has been provided to Parent and the Purchaser by O’Charley’s or has been taken from or is based upon publicly available documents or records of O’Charley’s on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. P
