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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. The addition of TurboChef’s
line of products will complement Middleby’s
existing industry leading brands and portfolio of innovative
technologies.”
Middleby expects TurboChef to become a meaningful contributor to its
financial portfolio through the achievement of significant synergies
from this transaction as a result of reducing corporate expenses, a
reorganization of TurboChef’s residential
segment and other operating synergies. In the longer term, Middleby is
confident that this acquisition will improve the company’s
future earnings growth potential as TurboChef’s
sales potential is realized.
Middleby expects to finance the acquisition by drawing on its existing
revolving credit facility, which will be increased in connection with
the transaction.
Lehman Brothers is acting as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as legal advisor to Middleby in this
transaction.
Middleby will host a conference call today, Tuesday August 12th, 2008,
at 11:00 a.m. Central Time to discuss the acquisition of TurboChef.
Investors can call 706-634-5099 (domestic) with the access code
60079097, or listen via live audio webcast. To listen live and view the
presentation, visit the Investors section of the Middleby Corporation
website www.middleby.com and
follow the link to "Webcasts". A replay of the call will be available
beginning two hours after the call at (706) 645-9291 with the access
code 60079097. The replay will also be available at www.middleby.com.
Statements in this press release or otherwise attributable to Middleby
regarding its business which are not historical fact are forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Middleby cautions investors
that such statements are estimates of future performance and are highly
dependent upon a variety of important factors that could cause actual
results to differ materially from such statements. Such factors include
failure to satisfy any of the conditions of closing, including the
failure to obtain TurboChef stockholder approval; the risks that
Middleby and TurboChef businesses will not be integrated successfully;
the risk that Middleby and TurboChef will not realize estimated cost
savings and synergies; costs relating to the proposed transaction;
disruption from the transaction making it more difficult to maintain
relationships with customers, employees, distributors or suppliers; the
level of end market activity in Middleby’s
and TurboChef’s commercial and residential
markets; unpredictable difficulties or delays in the development of new
product technology; results of pending and future litigation; access to
capital; actions of domestic and foreign governments; variability in
financing costs; quarterly variations in operating results; dependence
on key customers; international exposure; foreign exchange and political
risks affecting international sales; changing market conditions; the
impact of competitive products and pricing and related market
conditions; the timely development and market acceptance of Middleby's
products; the availability and cost of raw materials; and other risks
detailed herein and from time-to-time in Middleby's SEC filings.
The Middleby Corporation is a global leader in the foodservice equipment
industry. The company develops, manufactures, markets and services a
broad line of equipment used for commercial food cooking, preparation
and processing. The company's leading equipment brands serving the
commercial foodservice industry include Blodgett®,
Blodgett Combi®, Blodgett Range®,
Bloomfield®, Carter Hoffman®,
CTX®, Holman®,
Houno®, Jade®, Lang®,
MagiKitch'n®, Middleby Marshall®,
Nu-Vu®, Pitco Frialator®,
Southbend®, Star®,
Toastmaster®, and Wells®.
The company’s leading equipment brands
serving the food processing industry include Alkar®,
MP Equipment®, and RapidPak®.
The Middleby Corporation was recognized by Business Week as one of the
Top 100 Hot Growth Companies of 2007, by Crain’s
Chicago Business as one of the Fastest 50 Growth Companies in 2007, and
by Forbes as one of the Best Small Companies in 2007.
This communication is being made in respect of the proposed merger
transaction involving Middleby, TurboChef and Chef Acquisition Corp. In
connection with the proposed transaction, Middleby will file with the
SEC a registration statement on Form S-4 and TurboChef will mail a proxy
statement/prospectus to its stockholders, and each will be filing other
documents regarding the proposed transaction with the SEC as well.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be
mailed to TurboChef’s stockholders.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information
about Middleby and TurboChef, without charge, at the SEC’s
Internet site (http://www.sec.gov).
Middleby, TurboChef and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Middleby’s directors
and executive officers is available in Middleby’s
proxy statement for its 2008 annual meeting of stockholders, which was
filed with the SEC on March 28, 2008, and amended on April 24, 2008 and
Middleby’s 2007 Annual Report on Form 10-K,
which was filed with the SEC on February 27, 2008, and amended on August
6, 2008. Information regarding TurboChef’s
directors and executive officers is available in TurboChef’s
proxy statement for its 2008 annual meeting of stockholders and TurboChef’s
2007 Annual Report on Form 10-K, which were filed with the SEC on June
10, 2008 and March 7, 2008, respectively. Other information regarding
the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant
material to be filed with the SEC when they become available.
The Middleby Corporation
Darcy Bretz, 847-429-7756
Investor
and Public Relations
or
Tim Fitzgerald, 847-429-7744
Chief
Financial Officer