Common Contracts

Duff & Phelps Superior Proposal Opinion

Whitehall Jewellers Inc • May 16th, 2006 • Retail-jewelry stores

• Company
  Whitehall Jewellers Inc
• Filed
  May 16th, 2006
• Industry
  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