TurboChef's Stockholders Approve Merger with Middleby
December 31 2008 - 11:26AM
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.
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