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Proxy Statement Pursuant to Section 14(a) of the Securities
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Uni-Marts, Inc.
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Press Release
FOR IMMEDIATE RELEASE
Contact: N. Gregory Petrick
Executive Vice President and CFO
UNI-MARTS ANNOUNCES SIGNING OF DEFINITIVE MERGER AGREEMENT
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WITH GREEN VALLEY ACQUISITION CO., LLC
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STATE COLLEGE, PENNSYLVANIA, January 27, 2004 - Uni-Marts Inc. (AMEX:
UNI) announced that it has amended its rights agreement and entered into a
definitive merger agreement with Green Valley Acquisition Co., LLC. Green Valley
is a privately-held company formed for the purpose of acquiring Uni-Marts and is
majority controlled by various members of management of the Company. In addition
to members of the Company's management, Raj J. Vakharia is also a member of
Green Valley. Mr. Vakharia was formerly with the investment banking firm of
Donaldson, Lufkin, & Jenerette for 25 years where he held the position of
Managing Director of DLJ's Real Estate Group. Mr. Vakharia held the same
position following DLJ's merger with Credit Suisse First Boston.
Pursuant to the merger agreement, Uni-Marts will be merged with and
into Green Valley with Green Valley being the surviving entity. Upon
consummation of the merger, each share of Uni-Marts common stock will be
converted into the right to receive a cash payment in the amount of $2.25. The
Uni-Marts Board received an opinion from its financial advisor, Boenning &
Scattergood, Inc., that the $2.25 per share price is fair from a financial
standpoint to the Company's stockholders.
Consummation of the merger is subject to various conditions, including
that the Company's lenders and certain of its vendors consent to the
transaction, the Company meet certain financial covenants at the time of the
closing, and stockholder approval. The parties expect the completion of the
merger, which was unanimously approved by the Board of Directors of Uni-Marts,
to occur in late May or early June 2004.
Pursuant to the amendment of the Company's rights agreement dated
February 6, 2002, consummation of the merger and the other transactions
contemplated by the merger agreement will not trigger the distribution or
exercisability of the rights issued pursuant to the rights agreement.
Mr. Stephen B. Krumholz, Chairman of the Ad Hoc Committee of the
Uni-Marts Board, stated, "The Committee has spent a great deal of time in the
pursuit of a strategic alternative which will provide the greatest benefit to
Uni-Marts, its stockholders and employees. Keeping Uni-Marts management in place
and continuing to work with our valued employees and vendors will allow the
Company to stay on course to provide a great place for our customers to shop. We
feel that this merger will prove to be the best alternative for all involved
parties and look forward to the consummation of the transaction."
Henry D. Sahakian commented on the proposed transaction, "We have been
working closely with the Ad Hoc Committee of the Board for a number of months
now to identify strategic opportunities that would
benefit our stockholders. In addition to the Company's previously announced
divestiture plan, certain members of management have been working on an
alternative which would create liquidity in a more expeditious manner for our
stockholders. Therefore, I am pleased to see these efforts come to fruition
today through management's cash price offer to Uni-Marts' stockholders for their
shares and the Board's acceptance of this offer. As I have over the last 31
years, I look forward to continuing to work with all of Uni-Marts valued
customers, employees and vendors through the next few months, as we work toward
consummating the merger transaction and continuing the operating business of
Uni-Marts thereafter."
Stockholders representing approximately 39.6% of the outstanding common
stock of Uni-Marts have signed voting agreements with Green Valley, pursuant to
which they have granted Green Valley irrevocable proxies to vote in favor of the
merger.
In light of the signing of the merger agreement, Uni-Marts will not
hold its Annual Meeting of Stockholders previously scheduled for February 26,
2004. Instead, the Company expects to hold a Special Meeting of Stockholders to
vote upon the approval of the merger transaction in May 2004.
Upon completion of the merger, Henry Sahakian will serve as Co-Chairman
and President of the surviving company, and Ara Kervandjian, the current
President of Uni-Marts, will serve as Executive Vice President of Green Valley.
Raj Vakharia will assume the position of Co-Chairman of Green Valley. The other
officers of Uni-Marts will continue in their current capacities on behalf of
Green Valley.
At January 1, 2004, Uni-Marts operated 286 convenience stores and
Choice Cigarette Discount Outlets in Pennsylvania, New York, Delaware and
Maryland. Self-service gasoline was sold at 235 of these locations. Certain
statements contained in this release are forward looking. Although Uni-Marts,
Inc. believes that its expectations are based on reasonable assumptions within
the bounds of its knowledge of its business and operations, there can be no
assurance that actual results will not differ materially from its expectations.
The forward-looking statements include, but are not limited to, statements
related to the possibility of successful completion of any strategic transaction
or enhancement of stockholder value. Factors that could cause actual results to
differ from expectations include general economic, business and market
conditions, volatility of gasoline prices, merchandise margins, customer
traffic, weather conditions, labor costs and the level of capital expenditures.
For other important factors that may cause actual results to differ materially
from expectations and underlying assumptions, see reports by Uni-Marts, Inc.
filed with the Securities and Exchange Commission.
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The foregoing press release was issued by Uni-Marts Inc. today, January 27, 2004
and is being filed pursuant to Rule 14a-12 of the Securities Exchange Act to the
extent that it may be deemed to constitute a solicitation.
In connection with the proposed merger, Uni-Marts will file proxy
materials with the Securities and Exchange Commission for a special meeting of
stockholders to vote on the proposed merger of Uni-Marts and Green Valley. It is
anticipated that the special meeting will be held in May 2004, with the exact
timing dependent on the completion of necessary filings. Uni-Marts' stockholders
are not being asked to take any action at this time.
Stockholders are urged to read the proxy statement and any other
relevant documents filed with the SEC when they become available because they
will contain important information about the merger. Uni-Marts will provide
stockholders free copies of the proxy statement and other documents when they
become available. In
addition, documents filed by Uni-Marts with the SEC will be available free of
charge at the SEC's Web site at www.sec.gov.
Uni-Marts and its directors may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding the identity of the persons who may, under SEC rules, be deemed
participants in the solicitation of stockholders of Uni-Marts in connection with
the proposed transaction, and their interests in the solicitation, will be set
forth in a proxy statement that will be filed by Uni-Marts with the SEC.
Stockholders of Uni-Marts can obtain this information by reading the proxy
statement when it becomes available.