TurboChef's Stockholders Approve Merger with Middleby
Dec 31, 2008 11:26:00 AM Copyright Business Wire 2008
ATLANTA--(BUSINESS WIRE)-- TurboChef Technologies, Inc. (NASDAQ-GM: OVEN) announced that its stockholders voted at a special meeting today to approve the merger of TurboChef with The Middleby Corporation (NASDAQ-GSM: MIDD). Shares voted represented 72% of the total outstanding shares, and of which 99.5% voted in favor of the merger. The parties expect closing to occur on January 5, 2009.
About TurboChef
TurboChef Technologies, Inc. is a leading provider of equipment, technology and services focused on the high-speed preparation of food products for the worldwide commercial primary cooking equipment market and offers equipment for residential markets through the application of its high-speed cooking technologies, as well. TurboChef's user-friendly speed cook ovens employ proprietary combinations of heating technologies to cook a variety of food products at speeds faster than, and to quality standards that it believes are comparable or superior to, that of conventional heating methods. The address of TurboChef's principal executive offices is Six Concourse Parkway, Suite 1900, Atlanta, GA 30328. Visit TurboChef at www.turbochef.com.
Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies' plans, objectives, expectations and intentions and other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions. Such statements are based upon the current beliefs and expectations of the management of TurboChef and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any of the conditions of closing; the risks that Middleby's and TurboChef's 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 market; access to capital, the competitive environment and related market conditions. Additional factors that could cause Middleby's and TurboChef's results to differ materially from those described in the forward-looking statements can be found in the 2007 Annual Report on Form 10-K of Middleby, the 2007 Annual Report on Form 10-K of TurboChef, and the registration statement, as amended, of Middleby on Form S-4 and the proxy statement of TurboChef relating to the merger filed with the Securities and Exchange Commission (the "SEC") and other documents filed by Middleby and TurboChef, and available at the SEC's Internet site (http://www.sec.gov). Neither Middleby nor TurboChef undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.
Source: TurboChef Technologies, Inc.
---------------------------------------------- TurboChef Technologies Inc. James A. Cochran 678-987-1700 Senior Vice President Corporate Strategy and Investor Relations