Nathan’s Famous, Inc. (NASDAQ: NATH) today announced that it will
commence mailing to its stockholders on or about December 8, 2011 a
modified Dutch Auction tender offer to purchase for cash up to 500,000
shares of its common stock, $.01 par value, at a price per share of not
less than $20.00 nor greater than $22.00, for a maximum aggregate
purchase price of $11,000,000. The closing price of the Company’s stock
was $19.0999 on December 2, 2011.
The tender offer will commence on December 8, 2011, and the Company
expects the tender offer will expire at 12:00 Midnight, Eastern Time, on
January 12, 2012 unless extended or withdrawn. The Company intends to
fund this tender offer with cash on hand. At September 25, 2011, the
Company had approximately $15.2 million of cash and cash equivalents and
$16.9 million of marketable securities.
Shares must be tendered prior to the expiration of the offer, and
tenders of existing shares may be withdrawn at any time on or prior to
the expiration of the offer. Withdrawn shares will be returned to
stockholders in accordance with the terms of the offer. The tender offer
will not be conditioned on any minimum number of shares being tendered.
However, the tender offer will be subject to customary conditions.
MacKenzie Partners, Inc. is acting as the Information Agent for the
offer. The Depositary will be American Stock Transfer & Trust Company,
LLC.
The modified Dutch Auction would allow the Company’s stockholders to
tender some or all of their shares at a price within the specified range
and to do so without incurring any brokerage fees or commissions. Based
on the number of shares tendered and the prices specified by the
tendering stockholders, the Company will select a single price per share
within the range that will enable the Company to purchase 500,000 shares
pursuant to the offer, or such lesser aggregate amount of its shares
that are properly tendered. All shares accepted in the tender offer will
be purchased at the same price per share even if a stockholder tendered
at a lower price. The Company reserves the right in the tender offer to
purchase up to an additional 2% of its shares outstanding. The Company
currently has 4,947,964 shares outstanding.
The Company’s executive management team and its Board of Directors are
not participating in the tender offer.
The tender offer described in this press release has not yet commenced.
At the time the tender offer is commenced, the terms and conditions of
the offer will be set forth in the offer to purchase, letter of
transmittal and related documentation and will be distributed to holders
of the Company’s shares and filed with the Securities and Exchange
Commission ("SEC”). A copy of the offering documents may be obtained
from MacKenzie Partners, Inc., the Information Agent for the offer, when
they become available. MacKenzie Partners, Inc.’s telephone number is
(800) 322-2885 and email is tenderoffer@mackenziepartners.com.
Please contact MacKenzie Partners, Inc. with any questions regarding the
offer. Neither the Company, its Board of Directors, the Information
Agent nor the Depositary is making any recommendation to stockholders as
to whether to participate in the offer.
Stockholders are urged to read the relevant tender offer documents when
they become available because they will contain important information
that stockholders should consider before making any decision regarding
tendering their shares. The tender offer materials will be available for
free at the SEC’s website at http://www.sec.gov.
In addition, the Company’s stockholders will be able to obtain a copy of
these documents from the Information Agent as noted above, free of
charge. This press release itself is not intended to constitute an offer
or solicitation to buy or exchange securities in the Company, nor shall
there be any sale or purchase of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
In addition to the offer to purchase, the related letter of transmittal
and certain other offer documents, the Company files annual, quarterly
and special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other information
filed by the Company at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The Company’s filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
About Nathan’s Famous, Inc.
Nathan’s Famous, Inc.’s products are currently distributed in 50 states,
the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam,
the Cayman Islands and six foreign countries through its restaurant
system, foodservice sales programs and product licensing activities. At
November 20, 2011, the Nathan’s restaurant system consisted of
approximately 301 units, comprised of 296 franchised units and five
company-owned units (including one seasonal unit). For additional
information about Nathan’s please visit our website at www.nathansfamous.com.
Forward-Looking Statements
Except for historical information contained in this news release, the
matters discussed are forward looking statements that involve risks and
uncertainties. Words such as "anticipate”, "believe”, "estimate”,
"expect”, "intend”, and similar expressions identify forward-looking
statements, which are based on the current belief of the Company’s
management, as well as assumptions made by and information currently
available to the Company’s management. The risks and uncertainties to
which forward-looking statements are subject include, but are not
limited to, statements regarding the Company’s ability to complete the
tender offer, the price at which the Company purchases shares pursuant
to the tender offer, the number of shares the Company is able to
purchase pursuant to the tender offer and other risks and factors
identified from time to time in the Company’s filings with the SEC. You
are cautioned not to place undue reliance on any forward-looking
statements contained in this press release. The Company does not
undertake any obligation to update such forward-looking statements.
