UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 12, 2008
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-9973
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36-3352497
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1400
Toastmaster Drive, Elgin, Illinois
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60120
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
þ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On
August 12, 2008, The Middleby Corporation issued a press release announcing it
has entered into an agreement and plan of merger with TurboChef Technologies,
Inc. A copy of that press release is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Exhibit
99.1
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Press
release dated August 12, 2008 of The Middleby
Corporation.
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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.
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THE
MIDDLEBY CORPORATION
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Dated:
August 12, 2008
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By:
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/s/ Timothy J.
FitzGerald
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Timothy
J. FitzGerald
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Vice
President and
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Chief
Financial Officer
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Exhibit
Index
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Exhibit
No.
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Description
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Exhibit
99.1
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Press
release dated August 12, 2008 of The Middleby
Corporation.
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THE
MIDDLEBY CORPORATION
1400 Toastmaster Drive, Elgin,
Illinois 60120 •
(847)
741-3300
THE MIDDLEBY CORPORATION TO
ACQUIRE TURBOCHEF
TECHNOLOGIES, INC. FOR
APPROXIMATELY $200 MILLION
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·
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Market
leader in speed cooking, one of the fastest growing segments of the
commercial cooking market
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·
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Technology
innovators with world class engineering
capabilities
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·
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Increases
penetration with key customers and expands addressable customer base with
hot applications utilizing ventless cooking
technology
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ELGIN,
IL. -- August 12, 2008 – The Middleby Corporation (NASDAQ:MIDD) announced today
that it has executed a definitive agreement to acquire TurboChef Technologies,
Inc. (NASDAQ:OVEN), in a cash and stock transaction valued at approximately $200
million, including TurboChef net cash of approximately $5 million as of June 30,
2008. TurboChef is the leading provider of equipment focused on the high-speed
preparation of food products for the global commercial cooking equipment
market.
Under the terms of the Merger
Agreement, which has been approved by the Board of Directors of both companies,
holders of TurboChef’s common shares will receive a combination of $3.67 in cash
and 0.0486 Middleby shares of common stock per TurboChef share. The implied
value per TurboChef share is $6.47 based on the closing price of Middleby’s
common stock as of August 11, 2008. The transaction, which is expected to close
in the fourth quarter of 2008, is subject to approval by TurboChef shareholders,
regulatory approvals and customary closing conditions. In connection with the
Merger Agreement, certain officers and directors of TurboChef have entered into
voting agreements with Middleby pursuant to which they have agreed to vote all
of their shares (collectively representing approximately 20% of TurboChef’s
outstanding shares) in favor of the transaction.
TurboChef is a leader in speed cook
technology, one of the fastest growing segments of the commercial foodservice
equipment market. It has significantly expanded its customer base in recent
years and provided the equipment to support menu roll outs at some of the
world’s largest restaurant chains. Middleby believes this technology is in the
early stages of gaining a broader market acceptance and intends to expand on
TurboChef’s initial success by leveraging Middleby’s global sales and service
platform as well as its core operating expertise.
Selim A. Bassoul, Middleby Chairman and
Chief Executive Officer, said, “TurboChef has done an exceptional job of taking
revolutionary cooking technology and successfully commercializing it. The rapid
growth in TurboChef’s customer base is a testament to the quality and
performance of its products and the excellence of its engineering and sales
professionals. The acquisition of TurboChef will strengthen Middleby’s position
as a global leader in the foodservice equipment industry. Having created the
speed cooking category, TurboChef is the most widely known brand name in the
category. The addition of TurboChef’s line of products will complement
Middleby’s existing industry leading brands and portfolio of innovative
technologies.”
Middleby expects TurboChef to become a
meaningful contributor to its financial portfolio through the achievement of
significant synergies from this transaction as a result of reducing corporate
expenses, a reorganization of TurboChef’s residential segment and other
operating synergies. In the longer term, Middleby is confident that this
acquisition will improve the company’s future earnings growth potential as
TurboChef’s sales potential is realized.
Middleby expects to finance the
acquisition by drawing on its existing revolving credit facility, which will be
increased in connection with the transaction.
Lehman Brothers is acting as financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to Middleby in this transaction.
Middleby will host a conference call
today, Tuesday August 12th, 2008, at 11:00 a.m. Central Time to discuss the
acquisition of TurboChef. Investors can call 706-634-5099 (domestic) with the
access code 60079097, or listen via live audio webcast. To listen live and view
the presentation, visit the Investors section of the Middleby Corporation
website www.middleby.com
and follow the link to "Webcasts". A replay of the call will be available
beginning two hours after the call at (706) 645-9291 with the access code
60079097. The replay will also be available at www.middleby.com.
Statements in this press release or
otherwise attributable to Middleby regarding its 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. Middleby
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 failure
to satisfy any of the conditions of closing, including the failure to obtain
TurboChef stockholder approval; the risks that Middleby and TurboChef 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 markets; unpredictable difficulties or delays in the development of
new product technology; results of pending and future litigation; access to
capital; actions of domestic and foreign governments; variability in financing
costs; quarterly variations in operating results; dependence on key customers;
international exposure; foreign exchange and political risks affecting
international sales; changing market conditions; the impact of competitive
products and pricing and related market conditions; the timely development and
market acceptance of Middleby's products; the availability and cost of raw
materials; and other risks detailed herein and from time-to-time in Middleby's
SEC filings.
The Middleby Corporation is a global
leader in the foodservice equipment industry. The company develops,
manufactures, markets and services a broad line of equipment used for commercial
food cooking, preparation and processing. The company's leading equipment brands
serving the commercial foodservice industry include Blodgett®, Blodgett Combi®,
Blodgett Range®, Bloomfield®, Carter Hoffman®, CTX®, Holman®, Houno®, Jade®,
Lang®, MagiKitch'n®, Middleby Marshall®, Nu-Vu®, Pitco Frialator®, Southbend®,
Star®, Toastmaster®, and Wells®. The company’s leading equipment brands serving
the food processing industry include Alkar®, MP Equipment®, and RapidPak®. The
Middleby Corporation was recognized by Business Week as one of the Top 100 Hot
Growth Companies of 2007, by Crain’s Chicago Business as one of the Fastest 50
Growth Companies in 2007, and by Forbes as one of the Best Small Companies in
2007.
This communication is being made in
respect of the proposed merger transaction involving Middleby, TurboChef and
Chef Acquisition Corp. In connection with the proposed transaction, Middleby
will file with the SEC a registration statement on Form S-4 and TurboChef will
mail a proxy statement/prospectus to its stockholders, and each will be filing
other documents regarding the proposed transaction with the SEC as well. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement/prospectus will be mailed to TurboChef’s stockholders.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Middleby and TurboChef, without charge, at the SEC’s Internet site (http://www.sec.gov).
Middleby, TurboChef and their
respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Middleby’s directors and executive officers
is available in Middleby’s proxy statement for its 2008 annual meeting of
stockholders, which was filed with the SEC on March 28, 2008, and amended on
April 24, 2008 and Middleby’s 2007 Annual Report on Form 10-K, which was filed
with the SEC on February 27, 2008, and amended on August 6, 2008. Information
regarding TurboChef’s directors and executive officers is available in
TurboChef’s proxy statement for its 2008 annual meeting of stockholders and
TurboChef’s 2007 Annual Report on Form 10-K, which were filed with the SEC on
June 10, 2008 and March 7, 2008, respectively. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant material to be filed with the SEC
when they become available.
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