Filed by
TurboChef Technologies, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-6(b) under the
Securities
Exchange Act of 1934
Subject
Company: TurboChef Technologies, Inc.
Commission
File No.: 001-32334
The
following is a press release issued by TurboChef on November 28,
2008.
*****
SEC
Declares Middleby Form S-4
Registration
Effective
Atlanta, Georgia, November 28,
2008
– 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.