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Market Leader in Speed Cooking, One of the Fastest Growing Segments of
the Commercial Cooking Market
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Technology Innovators with World Class Engineering Capabilities
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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.