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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
IL FORNAIO (AMERICA) CORPORATION
(Name of Registrant as Specified In Its Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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FOR IMMEDIATE RELEASE CONTACT: PETER HAUSBACK
(415) 945-4207
[email protected]
WWW.ILFORNAIO.COM
IL FORNAIO ANNOUNCES DEFINITIVE AGREEMENT
TO BE ACQUIRED FOR $14 PER SHARE
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C. TO LEAD BUYOUT
CORTE MADERA, CA - NOVEMBER 16, 2000 - Il Fornaio (America) Corporation (Nasdaq
National Market: ILFO), an authentic Italian restaurant and bakery company with
locations across the United States, and Bruckmann, Rosser, Sherrill & Co.,
L.L.C. ("BRS"), an investment firm specializing in leveraged buyouts and
recapitalizations of U.S. companies, today jointly announced that Il Fornaio has
entered into a definitive merger agreement with an affiliate of BRS. Under the
terms of the agreement, Il Fornaio stockholders will receive $14.00 in cash for
each share of common stock. Following the merger, senior management and certain
directors and current stockholders of Il Fornaio, who have agreed to vote all of
their stock (approximately 16% of Il Fornaio's outstanding stock, excluding
options) in favor of the merger, will retain a significant equity interest in
the Company.
Following completion of the transaction, Il Fornaio will continue to be
headquartered in Corte Madera, California, and will operate as a private
company. It is expected that the current Il Fornaio management team will remain
in place. Il Fornaio owns and operates 24 full-service Italian restaurants that
serve creatively prepared, premium-quality Italian cuisine based on authentic
regional Italian recipes. Each Il Fornaio restaurant houses a retail bakery
offering Il Fornaio's baked goods, prepared foods and a variety of Il
Fornaio-brand products. In addition, Il Fornaio's bakery division operates three
wholesale bakeries that produce artisan breads, pastries and other baked goods
for sale in its own locations and to high-quality grocery stores, cafes and
gourmet coffee retailers, hotels and other fine restaurants.
The principals of BRS have completed a number of successful transactions in
the restaurant and food service industries, including the buyouts of Restaurant
Associates Corp., California Pizza Kitchen, Inc., Acapulco Restaurants Inc., Au
Bon Pain and El Torito Restaurants, Inc.
"We are delighted to have such an experienced and well-regarded partner as
BRS for this transaction," said Mike Hislop, President and CEO of Il Fornaio.
"This transaction is intended to provide value to our stockholders, while
allowing Il Fornaio to continue to expand its brand of authentic Italian
restaurants and bakeries across the United States in association with a strong
financial sponsor with significant experience in the industry."
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A special committee of independent directors negotiated the transaction for
Il Fornaio with the advice of the investment banking firm, Evercore Partners,
and counsel to the special committee. Upon recommendation of the special
committee, the Il Fornaio Board of Directors approved the transaction.
Completion of the merger, which requires approval by Il Fornaio's stockholders,
is subject to regulatory approvals and other conditions, including the receipt
of financing. The merger is currently expected to be completed in the first half
of 2001.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that involve risks and
uncertainties relating to future events, including whether and when the proposed
merger will be consummated. These risks and uncertainties could cause actual
events or results to differ materially from those expressed or implied by the
forward-looking statements. These factors include, but are not limited to, risks
that stockholder approval, financing, and regulatory and other clearances and
consents may not be obtained in a timely manner or at all and that any other
conditions to the merger may not be satisfied. The Company assumes no obligation
to update the forward-looking information.
INFORMATION CONCERNING PARTICIPANTS
Il Fornaio (America) Corporation, its directors and executive officers may
be deemed to be participants in the solicitation of proxies from Il Fornaio
stockholders to approve the merger. The directors and executive officers of Il
Fornaio have interests in the merger, some of which may differ from or may be in
addition to, those of Il Fornaio's stockholders generally. Those interests,
which will be described in greater detail in the proxy statement with respect to
the merger, include interests related to the equity participation by certain
executive officers and directors in the acquiring entity, potential employment
relationships, option and stock holdings and indemnification.
AVAILABILITY OF PROXY STATEMENT
Il Fornaio (America) Corporation plans to file and mail to its stockholders
a proxy statement containing information about Il Fornaio, the merger and
related matters. Stockholders are urged to read the proxy statement carefully
when it is available, as it will contain important information that stockholders
should consider before making a decision about the merger. When available,
stockholders will be able to obtain the proxy statement, as well as other
filings containing information about Il Fornaio, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy statement, when
available, and Il Fornaio's SEC filings will also be obtainable, without charge,
from Il Fornaio's Chief Financial Officer at Il Fornaio (America) Corporation,
770 Tamalpais Drive #400, Corte Madera, CA 94924 (415) 945-0500.
