Planet Hollywood International, Inc. (“Planet
Hollywood”) announced today that its indirect
wholly owned subsidiary, BUCA Financing LLC (the “Purchaser”),
has completed the initial offering period of its tender offer for all
outstanding shares of common stock of BUCA, Inc. (NASDAQ: BUCA).
The initial offering period and withdrawal rights expired at 12:00
Midnight, New York City time, on Tuesday, September 9, 2008, with a
total of approximately 18,006,900 shares of BUCA common stock being
validly tendered and not withdrawn (including approximately 293,852
shares subject to guarantees of delivery), representing approximately
84% of all outstanding shares. All shares that were validly tendered and
not properly withdrawn on or prior to that time have been accepted for
purchase. The Purchaser will promptly issue payment for all such shares,
at the offer price of $0.45 per share, net to the seller in cash,
without interest and less any required withholding taxes.
Upon acceptance for payment of, and payment for, the tender offer
shares, the Merger Agreement grants Planet Hollywood the right to
designate a number of individuals to the BUCA Board of Directors who,
following their election, will constitute at least a majority of the
BUCA Board of Directors.
Planet Hollywood also announced today that Purchaser has commenced a
subsequent offering period to acquire all of the remaining untendered
shares of common stock of BUCA. The subsequent offering period will
expire at 12:00 Midnight, New York City time, on Friday, September 12,
2008, unless extended. During this subsequent offering period, holders
of shares of BUCA common stock who did not previously tender their
shares into the offer may do so, and Purchaser will promptly purchase
any shares properly tendered, for the same consideration (without
interest) paid in the initial offering period of the tender offer.
Procedures for tendering shares during the subsequent offering period
are the same as during the initial offering period, with two exceptions:
(1) shares cannot be delivered by the guaranteed delivery procedure and
(2) pursuant to Rule 14d 7(a)(2) under the Securities Exchange Act of
1934, as amended, shares tendered during the subsequent offering period
may not be withdrawn. Planet Hollywood and Purchaser reserve the right
to extend the subsequent offering period in accordance with applicable
law.
After the expiration of the subsequent offering period (or any extension
thereof), Planet Hollywood will acquire all of the remaining outstanding
shares of BUCA common stock through a merger under Minnesota law.