Uno Restaurant Corporation (NYSE: UNO) announced yesterday that it has signed a merger agreement with a corporation formed by Uno Restaurant Corporation’s chairman and majority stockholder, Aaron D. Spencer, and four key executive officers. Under this agreement, the new corporation will merge with Uno Restaurant Corporation, and the stockholders of Uno Restaurant Corporation other than Mr. Spencer would be entitled to receive $9.75 per share in cash. Completion of the merger is subject to a number of conditions, including receipt of financing, approval by the holders of a majority of Uno Restaurant Corporation’s shares not owned or controlled by Mr. Spencer and the four key executive officers, holders who pursue their appraisal rights under Delaware law not owning more than 5% of Uno Restaurant Corporation’s outstanding shares, receipt of a further fairness opinion from the financial advisor to the special committee of the Board of Directors of Uno Restaurant Corporation who negotiated the transaction, and absence of a material adverse change or the institution of certain litigation.
The new corporation formed by Mr. Spencer and the four key executive officers may also abandon the transaction if there is a material adverse change in Mr. Spencer’s health. The company expects to file preliminary proxy material for the stockholder meeting to act on the merger agreement by April 27, 2001.
Based in Boston, Uno Restaurant Corporation currently has a total of 180 casual dining, full-service restaurants operating primarily under the name “Pizzeria Uno … Chicago Bar & Grill.” The system includes 112 company-owned and 60 franchised “Pizzeria Uno … Chicago Bar & Grill” restaurants, 7 franchised Pizzeria Uno Restaurant & Bar and one Mexican restaurant, located in 30 states, the District of Columbia, Puerto Rico, Seoul, South Korea, Lahore, Pakistan and Dubai, U.A.E. The Company under its Uno Foods subsidiary operates a consumer foods business, which supplies airlines, movie theaters, hotel restaurants, convenience stores and supermarkets with both frozen and refrigerated branded and non branded products. For more information, visit the company’s web site at www.unos.com.
Information concerning the identity of the directors and executive officers of the Company and the beneficial ownership of the Company’s common stock by each of these individuals and their other potential interests in the transaction contemplated by this press release may be found in the company’s proxy statement filed with the SEC under Schedule 14A on January 24, 2001 and in the management group’s Schedule 13D filed with the SEC. In connection with the proposed merger, the Company will file a proxy statement on Schedule 14A with the SEC. Shareholders of the Company and other investors are encouraged to read the proxy statement because it will contain important information about the merger.
All of these documents that have been, or may be, filed with the SEC are available free of charge on the SEC’s web site (http://www.sec.gov/).
Contact: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext5215)
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