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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2006
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
(847) 741-3300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On May 15, 2006, The Middleby Corporation issued a press release,
attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 The Middleby Corporation press release dated May 15, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION
Dated: May 15, 2006 By: /s/ Timothy J. FitzGerald
--------------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
- ----------- -----------
Exhibit 99.1 The Middleby Corporation press release dated May 15, 2006
Exhibit 99.1
THE MIDDLEBY CORPORATION
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1400 Toastmaster Drive, Elgin, Illinois 60120 o (847) 741-3300
o Fax (847) 741-1689
15 May 2006
FOR IMMEDIATE RELEASE
Summary of May 15, 2006 Middleby Conference Call
Elgin, IL, May 15, 2006 - The Middleby Corporation (NASDAQ: MIDD), a leading
worldwide manufacturer of restaurant and foodservice cooking equipment, today
held an investor call to explain its rationale for announcing its possible
offer for Enodis. A copy of the slides used by Middleby will be filed with the
SEC and are attached to this announcement.
The full presentation can be viewed at www.middleby.com.
----------------
Announcement:
* Middleby announced on May 12 that it had proposed combination discussions
with Enodis
* The announcement was pursuant to Rule 2 of U.K. City Code on Takeovers
and Mergers
* Middleby requested a meeting with Enodis to discuss the proposal
* Indicated 195 pence per share potential cash offer, a~30% premium to
undisturbed price of 150.5 pence per share on May 8
* Middleby has stated that it was unlikely to proceed with a 195 pence
offer without the full support of the Enodis board
* A recommendation by the Enodis board is a pre-condition to the making of
any offer (which pre-condition is waivable by Middleby)(a)
* It is seeking broader co-operation with Enodis than a recommendation
* It is also seeking Enodis' co-operation in making any governmental
filings and obtaining any necessary regulatory approvals required to
implement any offer and co-operation in finalising the financing of any
offer in the form in which approvals are obtained
* The combination is strategically compelling to our shareholders
Creates a Foodservice Equipment Leader:
* Leading foodservice equipment player with over $1.5 billion of revenue (1)
* Broad product portfolio servicing the "hot" and "cold" markets
* Complementary group of industry leading brands
* Enhanced international franchise - Middleby Asia + Enodis Europe
* Significant upside through potential operational and marketing
efficiencies
Broad Product Portfolio - Product solutions for a global customer base:
Middleby:
* Hot - Fryers, Conveyor ovens, Convection ovens, Toasters, Charboilers,
Ranges, Restaurant baking ovens, Combi-ovens, Steamers, Broilers
Enodis:
* Hot - Steam cookers, Combi-ovens, Fryers, Convection ovens, Rangers,
Conveyor ovens, Rotisserie ovens, Pasta cookers
* Cold - Ice machines, Commercial refrigerators / freezers, Beverage
coolers and dispensers
* Food Retail - Refrigerated display cases, Cooler/freezer panels
Portfolio of industry leading, well-established brands:
Middleby:
* Blodgett, Middleby Marshall, Southbend, Pitco, MagiKitch'n, Nu-Vu and
Toastmaster
Enodis:
* Cleveland, Scotsman, Convotherm, Delfield, Frymaster, Scotsman Beverage
System, Lincoln, Garland, Merrychef, Kysor/Warren and Kysor Panel Systems
Enhanced Global Footprint - Enhanced ability to service global customers:
* 34 plants in 9 countries
* Leading positions in Asia, Europe and U.S
* Opportunity for growth in emerging markets
* Ability to leverage Middleby's six global test kitchens
Strong Geographic Fit - Broader geographic diversification:
* Middleby 2005 Revenue: U.S. & Canada - 82%, Europe and Middle East - 8%,
Asia - 7%, Latin America - 3%
* Enodis FY2005 Revenue: North America - 72%, Rest of Europe - 12%, Rest of
the World - 7%, UK - 9%
Significant Synergy Opportunity - Significant potential upside through
operational and marketing efficiencies:
* Based on previous experiences we would contemplate that potential
synergies could be in the range of $50 million to as high as $70
million(5)
* Quantification and verification are subject to discussions with Enodis
* Integration of complementary international organizations
* Consolidation of manufacturing facilities
* Material cost reduction through improvement in sourcing and supply chain
management
* Sales, service and distribution synergies
* Cross-selling opportunities with complementary customer base
Strong Operating Performance and Significant Shareholder Value Creation:
* Middleby operating margins grew from 7.7% in 2001 to 19.4% in 2005 (2)(3)
* Enodis operating margins in 2001 were 9.1% and decreased to 8.5% in 2005
(2)(3)
* Middleby's revenue CAGR from 2002 to 2005 was 10.4% as opposed to Enodis'
which was -5.7% (2)
* Middleby has created significant shareholder value, with its stock price
growing at a CAGR of 70.3% (2)
* Over the last twelve months, Enodis achieved an operating margin of 9.1%,
and Middleby achieved an operating margin of 19.1% (4)
Conclusion- Creates a foodservice equipment leader:
* Middleby / Enodis combination is compelling
* Broad product portfolio servicing hot and cold markets
* Complementary group of industry leading brands
* Enhanced international franchise
* Significant upside through operational and marketing efficiencies *
Attractive shareholder value creation opportunities
Note to Announcement:
(a) This announcement does not amount to a firm intention to make an offer and,
accordingly, there can be no certainty that any offer will be made even if any
pre-conditions are satisfied or waived.
Notes to Presentation Summary:
(1) Enodis' revenue and EBITDA amounts are based on 9/30/05 annual report.
EBITDA excludes exceptional items. Amount reported in UK (pound) is converted to
US $ using exchange rate of 1.8490 US $/UK (pound), the average for FY2005 ended
9/30/05 per FactSet Research Systems. Middleby's revenue and EBITDA amounts are
based on 12/31/2005 10-K. EBITDA excludes the impact of non-cash equity
compensation expense of $3.3 million.
(2) Reflects fiscal years ending December 31 for Middleby and September 30 for
Enodis.
(3) Excludes exceptional items, discontinued operations and results of
Property segment for Enodis. Enodis' operating margins are shown before the
impact of goodwill amortization. Excludes the impact of non-recurring items
and non-cash equity compensation expense for Middleby.
(4) Reflects LTM period ended 3/31/06 for Middleby and 4/1/06 for Enodis.
Enodis' LTM results reflect adoption by Enodis of IFSR reporting standards.
Enodis' results for FY 2001, 2002, 2003, 2004 and 2005 reflect UK GAAP
reporting standards used by Enodis in those fiscal years. LTM results for
Enodis exclude the impact of share option expense.
(5) The range represents approximately 4% to 6% of Enodis' FY2005 revenue of
$1.2 billion, which is consistent with our experience on our acquisition of
Blodgett Corporation completed in December 2001, our knowledge of Enodis and
its operations and other publicly disclosed synergies realized in comparable
foodservice equipment industry transactions. This is a preliminary estimate
and is subject to due diligence which we have requested from Enodis.
Dealing Disclosure Requirements
Any proposal to be made to Enodis, and any potential offer by Middleby for
Enodis, is subject to the UK City Code on Takeovers and Mergers (the "City
Code").
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Enodis, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Enodis,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Enodis by Middleby or Enodis, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
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"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Statements in this press release or otherwise attributable to the company
regarding the company's 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. The company 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 volatility in
earnings resulting from goodwill impairment losses; variability in financing
costs; quarterly variations in operating results; dependence on key customers;
international exposure; foreign exchange and political risks affecting
international sales; protection of trademarks, copyrights and other intellectual
property; changing market conditions; the impact of competitive products and
pricing; the timely development and market acceptance of the company's products;
the availability and cost of raw materials; and other risks detailed herein and
from time-to-time in the company's SEC filings.