Nathan’s Famous, Inc. (NASDAQ: NATH) today announced that it will commence mailing to its stockholders on or about December 8, 2011 a modified Dutch Auction tender offer to purchase for cash up to 500,000 shares of its common stock, $.01 par value, at a price per share of not less than $20.00 nor greater than $22.00, for a maximum aggregate purchase price of $11,000,000. The closing price of the Company’s stock was $19.0999 on December 2, 2011.
The tender offer will commence on December 8, 2011, and the Company expects the tender offer will expire at 12:00 Midnight, Eastern Time, on January 12, 2012 unless extended or withdrawn. The Company intends to fund this tender offer with cash on hand. At September 25, 2011, the Company had approximately $15.2 million of cash and cash equivalents and $16.9 million of marketable securities.
Shares must be tendered prior to the expiration of the offer, and tenders of existing shares may be withdrawn at any time on or prior to the expiration of the offer. Withdrawn shares will be returned to stockholders in accordance with the terms of the offer. The tender offer will not be conditioned on any minimum number of shares being tendered. However, the tender offer will be subject to customary conditions.
MacKenzie Partners, Inc. is acting as the Information Agent for the offer. The Depositary will be American Stock Transfer & Trust Company, LLC.
The modified Dutch Auction would allow the Company’s stockholders to tender some or all of their shares at a price within the specified range and to do so without incurring any brokerage fees or commissions. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will select a single price per share within the range that will enable the Company to purchase 500,000 shares pursuant to the offer, or such lesser aggregate amount of its shares that are properly tendered. All shares accepted in the tender offer will be purchased at the same price per share even if a stockholder tendered at a lower price. The Company reserves the right in the tender offer to purchase up to an additional 2% of its shares outstanding. The Company currently has 4,947,964 shares outstanding.