Charlotte Russe Holding Enters into Merger Pact with Advent International

Charlotte Russe Holding, a mall-based specialty retailer for young women, announced that it has entered into a definitive agreement to be acquired and taken private by investment funds managed by Advent International, a global private equity firm with significant expertise in the retail sector.

Under the terms of the merger agreement, an affiliate of Advent will commence a tender offer to purchase for cash all of the outstanding shares of Charlotte Russe common stock, and the associated preferred stock purchase rights, at a price of $17.50 per share, for a total of approximately $380 million. The tender offer is expected to commence on or before August 31, and to expire on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. Following completion of the tender offer, the parties will complete a second-step merger in which any remaining shares of Charlotte Russe will be converted into the right to receive the same price per share paid in the tender offer.

Jennifer Salopek, Chairman of Charlotte Russe, said, "After careful consideration of a full range of strategic alternatives, including an extensive, publicly announced sale process, we are pleased to have reached this agreement with Advent, which creates substantial value for our stockholders. This transaction represents a premium of 255 percent over Charlotte Russe's closing share price on January 21, the day we announced we were exploring strategic alternatives, a premium of 169.6 percent over our closing share price on March 11, the day before we announced we were pursuing a sale process, and a premium of 26.9 percent over our closing share price on August 21, the last trading day before the merger agreement was signed. Advent's desire to add Charlotte Russe to its portfolio underscores our solid business model, the talent of our people and the significant progress we have made in transforming Charlotte Russe into a top-tier specialty retailer."

John Goodman, Chief Executive Officer of Charlotte Russe, said, "Over the last several quarters, we have worked diligently, increasing our focus on individual store performance metrics, better merchandising and implementing best retail practices to improve operational performance, profitability and shareholder returns. Advent brings in-depth sector knowledge of the rapidly changing retail landscape and an exceptional track record of supporting growth. I am confident that this partnership will create opportunities for our employees and positions us well for the future."

David Mussafer, a Managing Partner at Advent, said, "We are excited to purchase Charlotte Russe and to work with former Old Navy president Jenny Ming, an Advent operating partner, to build on the foundation established by the management team."

The Board of Directors of Charlotte Russe has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, based upon, among other factors, the approval and recommendation of a Special Committee of the Board, and has resolved to recommend that Charlotte Russe stockholders tender their shares in connection with the tender offer contemplated by the merger agreement. The transactions are subject to customary closing conditions, but are not subject to any financing condition.

Founded in 1975 and headquartered in San Diego, CA, Charlotte Russe is mall-based specialty retailer of fashionable, value-priced apparel and accessories targeting young women in their teens and twenties, through 501 stores in 45 states and Puerto Rico. In its fiscal year ending September 27, 2008, Charlotte Russe generated $823.3 million in gross annual revenue.

Advent International is a global buyout firms, with offices in 15 countries on four continents.

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