Planet Hollywood International, Inc. announced today that its indirect wholly owned subsidiary, BUCA Financing LLC (the 'Purchaser'), has completed the initial offering period of its tender offer for all outstanding shares of common stock of BUCA, Inc. (NASDAQ: BUCA).
The initial offering period and withdrawal rights expired at 12:00 Midnight, New York City time, on Tuesday, September 9, 2008, with a total of approximately 18,006,900 shares of BUCA common stock being validly tendered and not withdrawn (including approximately 293,852 shares subject to guarantees of delivery), representing approximately 84% of all outstanding shares. All shares that were validly tendered and not properly withdrawn on or prior to that time have been accepted for purchase. The Purchaser will promptly issue payment for all such shares, at the offer price of $0.45 per share, net to the seller in cash, without interest and less any required withholding taxes.
Upon acceptance for payment of, and payment for, the tender offer shares, the Merger Agreement grants Planet Hollywood the right to designate a number of individuals to the BUCA Board of Directors who, following their election, will constitute at least a majority of the BUCA Board of Directors.
Planet Hollywood also announced today that Purchaser has commenced a subsequent offering period to acquire all of the remaining untendered shares of common stock of BUCA. The subsequent offering period will expire at 12:00 Midnight, New York City time, on Friday, September 12, 2008, unless extended. During this subsequent offering period, holders of shares of BUCA common stock who did not previously tender their shares into the offer may do so, and Purchaser will promptly purchase any shares properly tendered, for the same consideration (without interest) paid in the initial offering period of the tender offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d 7(a)(2) under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn. Planet Hollywood and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law.
After the expiration of the subsequent offering period (or any extension thereof), Planet Hollywood will acquire all of the remaining outstanding shares of BUCA common stock through a merger under Minnesota law. With the purchase of shares in the tender offer, Planet Hollywood will have sufficient voting power to approve the merger without the affirmative vote of any other BUCA shareholder. As a result of this merger, BUCA will become an indirect wholly-owned subsidiary of Planet Hollywood, and each outstanding share of BUCA common stock will be cancelled and (except for shares held by Planet Hollywood or Purchaser or shares for which dissenter rights are properly demanded) will be converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, BUCA common stock will cease to be traded on the NASDAQ Global Market.
Piper Jaffray & Co. served as the exclusive financial advisor to BUCA.
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