Dave & Buster's, Inc. Responds: Price, Transaction Structure and Process Fair.Business Editors DALLAS--(BUSINESS WIRE)--June 13, 2002 Dave & Buster's, Inc. (NYSE NYSE See: New York Stock Exchange :DAB (Digital Audio Broadcasting) The digital radio standard in most countries except for the U.S., which uses iBiquity's HD Radio, and Japan, which uses Terrestrial Integrated Services Digital Broadcasting (ISDB-T). ) responded today to published criticism of its previously-announced proposed transaction with Investcorp and certain members of senior management at $12 cash per share. As described in detail in materials mailed to shareholders and filed with the Securities and Exchange Commission, the Company, over a period of more than two years, responded to and analyzed numerous inquiries from parties interested in acquiring or making an investment in the Company. A Special Committee of independent directors was appointed by the Board to review and negotiate all proposals. The Special Committee engaged its own legal and financial advisors. Ultimately, the transaction with Investcorp at $12 cash per share was viewed by the Board and the Special Committee to be in the best interests of the Company and its shareholders. This conclusion was based in part on the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, financial advisor to the Special Committee, that the transaction price is fair from a financial point of view to the unaffiliated shareholders. The Special Committee and the Board of Directors also considered, among other factors, the Company's current cash position and liquidity needs, the terms, cost and maturity of its existing credit arrangements and the uncertainty as to whether sufficient debt or equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. would be available on terms favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. to the Company that would enable the Company to meet its growth objectives if it were to continue under its current capital structure as a publicly-held corporation. The Company also stated that its agreement with Investcorp is subject to customary "fiduciary outs Fiduciary out A provision that permits the Board of Directors to terminate a proposed merger if a better deal arises with another party. " which enable the Company to accept a superior proposal from any third party that may materialize prior to closing. Moreover, this is not a transaction in which a control group is "squeezing out" minority shareholders. In order for the transaction with Investcorp to close, it must be acceptable to a very high percentage of the Company's shareholders. In summary, the Company reiterated its strong belief that the process by which the Board and the Special Committee came to approve the transaction, as well as the price and transaction structure, has been and is fair to the Company's unaffiliated shareholders. Founded in 1982, Dave & Buster's is one of the country's leading upscale, restaurant/ entertainment concepts with 31 locations throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Additionally, Dave & Buster's has international license agreements for the Pacific Rim Pacific Rim, term used to describe the nations bordering the Pacific Ocean and the island countries situated in it. In the post–World War II era, the Pacific Rim has become an increasingly important and interconnected economic region. , Canada, the Middle East, Mexico and Korea. This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve assumptions regarding Company operations and future prospects. Although the Company believes its expectations are based on reasonable assumptions, such statements are subject to risk and uncertainty, including, among other things, certain economic conditions, competition, development factors and operating costs operating costs npl → gastos mpl operacionales . Caution should be taken that these factors could cause the actual results to differ from those stated or implied in this and other Company communications. |
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