BUCA, Inc. Announces Entry into Definitive Agreement to Be Acquired by Planet Hollywood International, Inc.
05 Agosto 2008 - 1:50PM
Business Wire
BUCA, Inc. (NASDAQ: BUCA) today announced that it has signed a
definitive agreement with Planet Hollywood International, Inc.
(�Planet Hollywood�) under which an acquisition subsidiary owned by
Planet Hollywood will seek to acquire all of the shares of BUCA,
Inc. at a price of $0.45 per share of common stock. This price
represents a premium of 41% over the closing share price of $0.32
per share on August 4, 2008. The transaction will be effected
through a tender offer, followed by a merger of BUCA, Inc. with a
wholly-owned subsidiary of Planet Hollywood. In connection with the
signing of the acquisition agreement, Planet Hollywood has also
provided a $3.5 million secured subordinate loan to BUCA, Inc.
�After an exhaustive review of strategic alternatives, our Board of
Directors has determined that this offer from Planet Hollywood
represents the best overall value for our shareholders.�In
addition, the financing from Planet Hollywood will provide us with
the liquidity we need to continue to move our business forward. We
believe that this transaction provides a bright future for our
unique brand and for our many employees nationwide,� said BUCA,
Inc. President and Chief Executive Officer John T. Bettin. Robert
Earl, President, Chief Executive Officer and founder of Planet
Hollywood commented �We are delighted to welcome Buca di Beppo to
the Planet Hollywood family as part of our ongoing strategy to
introduce new brands into our restaurant group while simultaneously
expanding our lodging and casino operations.� The BUCA, Inc. Board
of Directors unanimously approved the offer from Planet Hollywood
and is recommending that BUCA, Inc.�s shareholders tender into the
offer. Under the terms of the agreement, the tender offer is
expected to commence no later than August 12, 2008 and to remain
open for 20 business days. Consummation of the transaction requires
the tender of at least a majority of the outstanding shares in the
tender offer and other customary closing conditions. About BUCA,
Inc. BUCA, Inc. owns and operates 88 highly acclaimed Italian
restaurants under the name Buca di Beppo in 25 states and the
District of Columbia. About Planet Hollywood International, Inc.
Planet Hollywood International, Inc. is the creator and worldwide
developer of consumer brands that capitalize on the universal
appeal of movies, television, sports, music, and other leisure time
activities. The company�s worldwide operations offer products and
services in the restaurant, retail, leisure, and entertainment
sectors including, under license, the Planet Hollywood Resort &
Casino, the hottest new property on the Las Vegas Strip featuring
over 100,000 square feet of gaming, fine dining restaurants, an
award-winning buffet, casual dining options, lounges and
nightclubs. Additional Information The tender offer to which this
press release pertains has not commenced. The information contained
herein is neither an offer to purchase nor a solicitation of an
offer to sell shares of BUCA, Inc. At the time the tender offer is
commenced, BUCA Financing, LLC and Planet Hollywood International,
Inc. intend to file a Tender Offer Statement containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer and BUCA, Inc. intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Planet Hollywood and BUCA, Inc. intend
to mail these documents to the shareholders of BUCA, Inc. These
documents will contain important information about the tender offer
and shareholders of BUCA, Inc. are urged to read them carefully
when they become available. At that time, shareholders of BUCA,
Inc. will be able to obtain a free copy of these documents at
www.bucainc.com, and the website maintained by the SEC at
http://www.sec.gov. Securities Safe Harbor With the exception of
historical information contained in this release, the matters
described herein contain certain "forward-looking statements" that
are made pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements, particularly those statements regarding the effects of
the proposed merger and those preceded by the words "believes,"
"expects," "estimates," "anticipates," "will" or words of similar
import are statements of management's opinion. These statements are
subject to certain assumptions, risks, uncertainties and changes in
circumstances. Actual results may vary materially from those
expressed or implied from the statements herein or from historical
results, due to changes in economic, business, competitive,
technological and/or regulatory factors. For instance, although
BUCA, Inc. and Planet Hollywood have signed an agreement for Planet
Hollywood to commence and complete a tender offer for shares of
BUCA, Inc. common stock, and for a subsidiary of Planet Hollywood
to merge with and into BUCA, Inc., there is no assurance that the
proposed tender offer or merger will be completed. The proposed
merger may not occur if the conditions to completing the tender
offer are not satisfied, if it is blocked by a government agency,
or if either BUCA, Inc. or Planet Hollywood fail to satisfy other
conditions to closing the transactions. More detailed information
about risk factors that may affect actual results is set forth in
filings by BUCA, Inc. with the Securities and Exchange Commission,
including those described in the Company's Annual Report on Form
10-K for the year ended December 30, 2007. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which reflect management's opinions only as of the date of this
release. Except as required by law, we undertake no obligation to
publicly update or review any forward-looking statements to reflect
events or circumstances that may arise after the date of this
release.
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