uWink Announces Odd-Lot Tender Offer
December 05 2008 - 4:00PM
Business Wire
uWink, Inc. (OTCBB: UWKI) announced today that it will commence an
�odd lot� tender offer to purchase all shares of its common stock
held by persons owning 99 shares or fewer on the close of business
as of December 1, 2008. The Company will pay $0.50 for each share
properly tendered, plus an additional $20 to each stockholder who
properly tenders uWink shares as a reimbursement of its estimated
annual servicing costs (transfer agent, proxy statements, etc.) for
each stockholder of record. �The purpose of the odd-lot tender
offer is to reduce the number of uWink stockholders of record and
reduce or eliminate future servicing fees and SEC reporting costs,�
stated Nolan Bushnell, Chairman and Chief Executive Officer. �We
estimate that odd-lot stockholders who own less than 100 shares
represent over 66% of our record stockholder base but only
approximately 0.04% of our total shares outstanding.� �If we are
successful in reducing our total stockholders of record under 500,
uWink plans to deregister its common stock with the Securities and
Exchange Commission. As a result of these actions, we expect to
save considerable costs related to SEC reporting requirements,
costs associated with implementing and complying with the Sarbanes
Oxley Act and stock registrar costs. We also expect to reduce the
significant amount of management time devoted to these activities,�
stated Mr. Bushnell. �In addition, if we are successful in
deregistering, we intend to spin-off our Technology Licensing
business, via a stock dividend, to our shareholders as a separate
non-reporting company. We are still in the early stages of the
development of each of our operating businesses and we believe that
spinning off our Technology Licensing business, and eliminating the
costs associated with being a reporting company for each of our
operating businesses, will improve the prospects for raising growth
capital, as well as allow each of our operating businesses to
compete more effectively in its respective markets,� stated Mr.
Bushnell. Following deregistration, uWink common stock will no
longer be eligible for quotation on the OTCBB; but may be quoted in
the Pink Sheets Electronic Quotation System. However, the Company
cannot predict whether or when this will occur or that an active
trading market will exist for its common stock after
deregistration. Moreover, the Company intends to effect the
spin-off of its Technology Licensing business such that
shareholders will receive restricted shares of the spin-off company
so that no trading market will develop for the common stock of the
spin-off company. The Company expects to provide (and intends that
the spin-off company will provide) its stockholders with annual
unaudited financial information following its deregistration from
the SEC. The tender offer is not conditioned on the receipt of any
minimum number of shares tendered. The Company has reserved the
right to withdraw the offer if it determines that it is inadvisable
to proceed with the offer for any reason. If after completion of
the purchase offer there are fewer than 500 stockholders of record,
uWink intends to deregister its common stock with the Securities
and Exchange Commission and effect the spin-off to shareholders of
its Technology Licensing business as a separate non-reporting
company. If, after the completion of the tender offer, uWink has
more than 500 stockholders, the Board of Directors may consider
other options to reduce the number of stockholders. Stockholders
and investors are urged to read uWink's Schedule 13E-3 being filed
today with the SEC in connection with this tender offer, which
includes the Offer to Purchase for Cash. These materials contain
important information including the various terms and conditions to
the offer. Investors may obtain copies of uWink's Schedule 13E-3
for free from the SEC at the SEC's website (www.sec.gov) or from
the Company. Questions or requests for documents also may be
directed to Nancy Nino of the Company at (818) 909-6030 x 102, or
in writing to uWink, Inc., 16106 Hart Street, Van Nuys, CA 91406.
This press release is for informational purposes only and is not an
offer to buy or a solicitation of an offer to sell any shares of
uWink's common stock. The offer is being made solely by the Offer
to Purchase for Cash and the accompanying Authorization Card, each
dated December 5, 2008, which are being mailed to stockholders. The
tender offer will expire at 5:00 p.m., Eastern Time, on Thursday,
January 15, 2009, unless otherwise extended or earlier terminated.
Eligible stockholders who would like to accept the offer must
tender all shares that they own. Partial tenders will not be
accepted. About uWink�s Technology The uWink technology features an
easy-to-use, fun "Web 2.0"-like user interface that looks and feels
a lot like the browsing the Web and allows the guest greater
control of the hospitality environment. Running on tabletop touch
screens, the uWink software lets guests self-order and pay for food
and drinks, play single and multi-player digital games, see movie
trailers, take surveys and quizzes, view and interact with digital
promotions and advertising and more � all in 11 different
languages. Running uWink technology allows the hospitality venue to
increase customer satisfaction and retention as well as improve
operating margins and labor efficiency. About uWink uWink develops
interactive digital media entertainment and hospitality software
for use in a broad range of hospitality venues and operates an
interactive restaurant concept. uWink is led by entertainment and
restaurant visionary Nolan Bushnell, founder and former CEO of
Atari and Chuck E. Cheese (NYSE: CEC). For more information:
www.uwink.com.
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