The Middleby Corporation to Acquire TurboChef Technologies, Inc. for Approximately $200 Million
Tuesday, August 12, 2008 7:07 AM
Symbols: MIDD
  • Market Leader in Speed Cooking, One of the Fastest Growing Segments of the Commercial Cooking Market
  • Technology Innovators with World Class Engineering Capabilities
  • Increases Penetration with Key Customers and Expands Addressable Customer Base with Hot Applications Utilizing Ventless Cooking Technology

The Middleby Corporation (NASDAQ:MIDD) announced today that it has executed a definitive agreement to acquire TurboChef Technologies, Inc. (NASDAQ:OVEN), in a cash and stock transaction valued at approximately $200 million, including TurboChef net cash of approximately $5 million as of June 30, 2008. TurboChef is the leading provider of equipment focused on the high-speed preparation of food products for the global commercial cooking equipment market.

Under the terms of the Merger Agreement, which has been approved by the Board of Directors of both companies, holders of TurboChef’s common shares will receive a combination of $3.67 in cash and 0.0486 Middleby shares of common stock per TurboChef share. The implied value per TurboChef share is $6.47 based on the closing price of Middleby’s common stock as of August 11, 2008. The transaction, which is expected to close in the fourth quarter of 2008, is subject to approval by TurboChef shareholders, regulatory approvals and customary closing conditions. In connection with the Merger Agreement, certain officers and directors of TurboChef have entered into voting agreements with Middleby pursuant to which they have agreed to vote all of their shares (collectively representing approximately 20% of TurboChef’s outstanding shares) in favor of the transaction.

TurboChef is a leader in speed cook technology, one of the fastest growing segments of the commercial foodservice equipment market. It has significantly expanded its customer base in recent years and provided the equipment to support menu roll outs at some of the world’s largest restaurant chains. Middleby believes this technology is in the early stages of gaining a broader market acceptance and intends to expand on TurboChef’s initial success by leveraging Middleby’s global sales and service platform as well as its core operating expertise.

Selim A. Bassoul, Middleby Chairman and Chief Executive Officer, said, “TurboChef has done an exceptional job of taking revolutionary cooking technology and successfully commercializing it. The rapid growth in TurboChef’s customer base is a testament to the quality and performance of its products and the excellence of its engineering and sales professionals. The acquisition of TurboChef will strengthen Middleby’s position as a global leader in the foodservice equipment industry. Having created the speed cooking category, TurboChef is the most widely known brand name in the category.


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