June 24, 2014 // Franchising.com // Plano, TX – Roma Restaurant Holdings, Inc. (the "Roma") announced an amendment to its previously announced cash tender offer (the "Offer") to purchase up to 54,193 shares of common stock, par value $0.01 per share (the "Shares") at a price of $35.00 per share. Roma is extending the Offer until 5:00 P.M., Central time, on July 7, 2014 (the "Expiration Date"). In addition, Roma is seeking the approval of its stockholders to increase the number Shares included in the Offer from up to 54,193 to up to 64,193.
The increase in the number of Shares that Roma has offered to purchase is subject to its stockholders approving an amendment to the Stockholders' Agreement, dated March 27, 2006, as amended, among Roma and the stockholders named therein, to increase the maximum number of Shares that Roma is permitted to purchase. If its stockholders do not approve the amendment to the Stockholders' Agreement, Roma will prorate the number of Shares it purchases from each stockholder based on the ratio of the number of Shares properly tendered by the stockholder to the total number of Shares properly tendered by all stockholders. Roma will determine the final proration factor, if any, as promptly as practicable after the Expiration Date. Except for the increase in the number of Shares that may be purchased by Roma pursuant to the Offer and the extension of the expiration date, all other terms and conditions of the Offer remain unchanged and in full force and effect.
As of the close of business on June 20, 2014, a total of 55,526 Shares had been tendered and not withdrawn. During the extension of the Offer, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, except to the extent that such Shares may be withdrawn pursuant to the Offer.
The complete terms and conditions of the Offer are described in the Roma Offer to Purchase dated May 22, 2014. Questions, requests for assistance and requests for copies of the Offer to Purchase may be directed to Kendall Helfenbein, Chief Financial Officer of Roma, by telephone at 214-343-7835 or by e-mail at KHelfenbein@Romacorp.com.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell our Shares or other securities, nor shall there be any sale of Shares in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offer is being made solely by and pursuant to the Roma Offer to Purchase dated May 22, 2014.
Romacorp, Inc., is the parent company of Tony Roma's restaurants, the world's largest casual dining concept specializing in ribs. Romacorp, Inc. has over 150 restaurant locations on six continents and is one of the most globally recognizable names in the industry. The first Tony Roma's restaurant opened more than 40 years ago in North Miami, Florida.
SOURCE Romacorp, Inc.