SEC Declares Middleby Form S-4 Registration Effective
28 Novembro 2008 - 3:24PM
Business Wire
TurboChef Technologies, Inc. (NASDAQ-GM: OVEN) today announced that
the United States Securities and Exchange Commission has declared
effective the Registration Statement on Form S-4, including the
proxy statement/prospectus, relating to The Middleby Corporation�s
(NASDAQ-GSM: MIDD) proposed acquisition of TurboChef. TurboChef
will hold a special meeting of its stockholders on December 31,
2008, to vote on the proposed transaction. TurboChef previously set
the close of business on November 24, 2008, as the record date for
determining stockholders who will be entitled to vote on the
transaction. TurboChef plans to begin mailing the proxy
statement/prospectus today to all eligible TurboChef stockholders.
The parties expect closing to occur promptly following satisfaction
of all of the conditions to closing contained in the agreement,
including the receipt of stockholder approval and other customary
conditions. 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. Important
Information In connection with the proposed merger transaction
involving TurboChef, Middleby and Chef Acquisition Corp., Middleby
has filed a registration statement on Form S-4 containing a proxy
statement/prospectus for stockholders of TurboChef with the SEC,
and Middleby and TurboChef may 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, AS
WELL AS THE OTHER DOCUMENTS REFERRED TO IN THE PROXY
STATEMENT/PROSPECTUS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The definitive proxy statement/prospectus
has been mailed to TurboChef�s stockholders. Stockholders may
obtain a 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).
Copies of the proxy statement/prospectus and the filings with the
SEC that are incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to TurboChef Technologies, Inc., Attention:
Investor Relations, Six Concourse Parkway, Suite 1900, Atlanta, GA
30328. TurboChef and its directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of TurboChef in connection with the
proposed transaction. Information about TurboChef�s directors and
executive officers is available in TurboChef�s proxy statement,
dated June 11, 2008, for its 2008 annual meeting of stockholders.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
proxy statement/prospectus and other materials referred to in the
proxy statement/prospectus. 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
Middleby 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, including the failure to obtain TurboChef stockholder
approval; 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 and the 2007 Annual
Report on Form 10-K of TurboChef 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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