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Nathan's Famous Announces Preliminary Results Of Its Modified Dutch Tender Offer

Stocks in this article: NATH

JERICHO, N.Y., Jan. 13, 2012 /PRNewswire/ -- Nathan's Famous, Inc. (NASDAQ:  NATH) announced today the preliminary results of its previously announced modified Dutch Auction tender offer to purchase for cash up to 500,000 shares of its common stock, $0.01 par value, at a price per share of not less than $20.00 nor greater than $22.00 per share.  The tender offer expired at 12:00 midnight, Eastern time, on January 12, 2012.

Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender, approximately 666,486 shares of common stock were properly tendered and not withdrawn, at or below the final purchase price of $22.00 per share, including approximately  70,873 shares that were tendered through notice of guaranteed delivery. Pursuant to the terms of the tender offer Nathan's Famous has elected to purchase an additional 98,959 shares (within up to 2% of the outstanding shares of its common stock).  Since the tender offer is oversubscribed, Nathan's Famous intends to purchase a pro-rated amount of common stock, after taking into account priority given to holders of less than 100 shares, as provided in the Offer to Purchase dated December 8, 2011, as amended, using a proration factor of approximately 89.87 % of shares from each tendering shareholder.  All of such shares purchased in the tender offer will be purchased at the same price of $22.00 per share.  As such, Nathan's Famous has accepted for purchase an aggregate of 598,959  shares of its common stock, at a purchase price of $22.00 per share, for a total cost of $13,177,098, excluding fees and expenses related to the tender.

Following consummation of the tender offer, Nathan's Famous expects to have approximately 4,349,005 shares of common stock outstanding.

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