UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
þ
Definitive Additional Materials
o
Soliciting Material Pursuant to Section 240.14a-12.
Centerplate, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|
o
|
|
No fee required.
|
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(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):
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
þ
|
|
Fee paid previously with preliminary materials.
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
TO THE SECURITY HOLDERS OF
CENTERPLATE
YOUR VOTE IS VERY IMPORTANT
January 15, 2009
Dear Security Holder:
You are receiving this mailing because you are a holder of
Centerplate, Inc.’s Income Deposit Securities (the
“IDSs”), each consisting of one share of our common
stock and $5.70 principal amount of our 13.5% Subordinated
Notes due 2013 (the “Notes”).
We are holding a special meeting of security holders on Tuesday,
January 27, 2009 at 8:30 a.m. (ET) to approve
Centerplate’s planned merger with an affiliate of
Kohlberg & Company, L.L.C. (“Kohlberg”), a
leading private equity firm (the “Merger”), as
explained in our proxy statement previously filed and mailed to
you. We have also commenced a tender offer and consent
solicitation to purchase up to 70% of Centerplate’s Notes
for an amount, in cash, equal to $2.49 for each Note, plus
accrued and unpaid interest and deferred interest, and to amend
the indenture governing the Notes as described more fully in the
Offer to Purchase and Consent and Letter of Transmittal
(together, the “Debt Tender Documents”). The Debt
Tender will expire at 5:00 p.m. (ET) on Friday,
January 23, 2009, unless extended.
Enclosed with this mailing is a supplement to our proxy
statement. This supplement includes additional information which
we are providing in connection with the settlement of certain
security holder lawsuits filed against us, certain of our
directors and Kohlberg.
BOTH YOUR VOTE AND YOUR TENDER OF NOTES ARE VERY
IMPORTANT
Your vote and the tender of your Notes are important, no matter
how few or how many IDSs you may own. The closing of the Merger
and the consummation of the Debt Tender are each conditioned on
the other.
Your failure to vote will result in your shares not being
counted for purposes of establishing a quorum at the special
meeting and will have the same effect as a vote against the
Merger, so we urge all shareholders as of the record date to
take a moment now to vote their proxy in favor of the Merger
proposal. We also urge you to contact your bank or broker now in
order to instruct them to tender your Notes.
Please read carefully both the proxy statement and the Debt
Tender Documents which were previously mailed to you. If you
have not received the proxy statement or the Debt Tender
Documents, or have any questions, please contact our proxy
solicitor and information agent, MacKenzie Partners, at
800-322-2885
or via email at
proxy@mackenziepartners.com
.
For your convenience, a duplicate proxy card is enclosed. If you
have previously voted your shares, you need not return a second
proxy card. In order to tender your Notes, you must instruct
your custodian bank or brokerage firm to do so on your behalf in
accordance with the Consent and Letter of Transmittal.
Thank you for your time and your attention to these important
matters.
Sincerely yours,
David M. Williams
Chairman of the Board of Directors
TABLE OF CONTENTS
CENTERPLATE, INC.
2187 ATLANTIC STREET, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
SUPPLEMENT TO PROXY STATEMENT
FOR THE SPECIAL MEETING OF SECURITY HOLDERS
To Be Held on January 27, 2009
This document supplements the proxy statement, dated
December 23, 2008 (the “Proxy Statement”),
previously provided to you in connection with the proposed
merger of KPLT Mergerco, Inc. (“Merger Sub”), a
wholly-owned subsidiary of KPLT Holdings, Inc.
(“Parent”), with and into Centerplate, Inc. (the
“Company,” “we,” “our,” or
“us”) pursuant to the Agreement and Plan of Merger,
dated as of September 18, 2008, among the Company, Parent
and Merger Sub (the “Original Merger Agreement”) as
amended by the Amendment to Agreement and Plan of Merger dated
December 23, 2008 (the “Amendment” and taken
together with the Original Merger Agreement, the “Merger
Agreement”). Parent and Merger Sub are entities directly
and indirectly owned by Kohlberg Investors VI, L.P., an
affiliate of Kohlberg & Company, L.L.C.
(“Kohlberg”).
This supplement includes certain additional information which we
are providing in connection with our entry into a memorandum of
understanding regarding the settlement of certain security
holder lawsuits filed against us, certain of our directors and
Kohlberg. The lawsuits and the memorandum of understanding are
described more fully below. Except as described in this
supplement, the information provided in the Proxy Statement
continues to apply. To the extent that information in this
supplement differs from or updates information contained in the
Proxy Statement, the information in this supplement is more
current.
Our Board of Directors previously established November 28,
2008 as the record date for the purpose of determining the
security holders who are entitled to receive notice of, and to
vote at (in person or by proxy), the special meeting. The
purpose of the special meeting is to consider and vote on
(1) a proposal to adopt the Merger Agreement and the
transactions contemplated thereby, and (2) a proposal to
adjourn the special meeting, if necessary, to solicit additional
proxies. The proxies will be authorized to vote on such other
matters as may properly be brought before the special meeting
and any adjournments thereof.
After careful consideration, our Board of Directors has
unanimously determined that the Merger Agreement and the
transactions contemplated thereby are advisable and in the best
interests of the Company and our security holders, and has
approved the Merger Agreement, the merger and the other
transactions contemplated thereby. Accordingly, our Board of
Directors unanimously recommends that you vote “FOR”
the adoption of the Merger Agreement. If you have not already
submitted a proxy for use at the special meeting you are urged
to do so promptly.
VOTING
AND REVOCABILITY OF PROXIES
As set forth in the Proxy Statement, the adoption of the Merger
Agreement requires the affirmative vote of the holders of a
majority of the shares of our common stock outstanding as of the
close of business on November 28, 2008, the record date for
the special meeting. Approval of any proposal to adjourn the
special meeting to a later date or time, if necessary or
appropriate, to solicit additional proxies in the event there
are
insufficient votes at the time of such adjournment to adopt the
Merger Agreement requires the affirmative vote of the holders of
a majority of the shares of our common stock present in person
or represented by proxy at the special meeting and entitled to
vote on the matter.
All security holders of record are invited to attend the special
meeting in person. However, even if you plan to attend the
meeting in person, we request that you complete, sign, date and
return the enclosed proxy card and thus ensure that your shares
will be represented at the special meeting should you become
unable to attend. If you fail to return your proxy card and do
not attend the special meeting in person, your shares will not
be counted for purposes of determining whether a quorum is
present at the meeting and will have the same effect as a vote
“AGAINST” the adoption of the Merger Agreement.
Because approval of the proposal to adjourn the meeting, if
necessary, to solicit additional proxies, and the grant of
authority to the proxies to vote on of any other such matters as
may be properly brought before the special meeting require the
affirmative vote “FOR” the approval of any such
matters by a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
matter, abstentions will count as a vote “AGAINST” the
proposed matters.
Record holders of common stock who do not vote in favor of the
adoption of the Merger Agreement will have the right to seek
appraisal of the fair value of their shares of Company common
stock if they deliver a demand for appraisal before the vote is
taken on the Merger Agreement and comply with all requirements
of Delaware law, which are summarized in the Proxy Statement.
If your shares of common stock are held in street name by your
bank, brokerage firm or nominee, you should instruct them how to
vote your shares of common stock using the instructions provided
by them. If you have not received such voting instructions or
require further information regarding such voting instructions,
you may contact your bank, brokerage firm or nominee to request
directions on how to vote your shares. If your shares are held
in street name and you do not provide your bank, brokerage firm
or nominee with instructions as to how such shares are to be
voted, your shares will not be voted at the special meeting.
NO ACTION IN CONNECTION WITH THIS SUPPLEMENT IS REQUIRED BY
ANY SECURITY HOLDER WHO HAS PREVIOUSLY DELIVERED A PROXY AND WHO
DOES NOT WISH TO REVOKE OR CHANGE THAT PROXY. A PROXY CARD IS
ENCLOSED HEREWITH AS A CONVENIENCE FOR THOSE WHO MAY HAVE
MISPLACED THE PREVIOUSLY SENT PROXY CARD OR FOR THOSE WHO WISH
TO REVOKE A PREVIOUSLY SENT PROXY.
As indicated in the Proxy Statement, you may revoke your proxy
at any time before the vote is taken at the special meeting. To
revoke your proxy, you must either properly advise the
Company’s Corporate Secretary in writing, deliver a proxy
dated after the date of the proxy you wish to revoke or attend
the special meeting and vote your shares in person. Attendance
at the special meeting will not by itself constitute revocation
of a proxy. If you have instructed your bank, brokerage firm or
nominee to vote your shares, the above-described options for
revoking your proxy do not apply and instead you must follow the
directions provided by them to revoke your proxy.
LITIGATION
RELATING TO THE MERGER
On September 26, 2008, Warren Kaplan, a purported
beneficial owner of 125,000 of the Company’s outstanding
IDS units, filed an action captioned Kaplan v. Williams, et
al., FST-CV-084014996, in the Superior Court for the Judicial
District of Stamford-Norwalk at Stamford, alleging, among other
things, that the merger price was unfair, that the
Company’s directors breached their fiduciary duties in
connection with the consideration and approval of the merger,
and that the Company and Kohlberg aided and abetted these
alleged breaches.
On October 8, 2008, David Younge, a purported beneficial
owner of the Company’s IDS units, filed a second suit,
Younge v. Centerplate, Inc., et al., FST-CV-08-4015148-S, in the
Superior Court for the Judicial District of Stamford-Norwalk at
Stamford. The Younge action was subsequently withdrawn and
dismissed without prejudice by the plaintiff on
November 19, 2008 to allow Younge to attempt to become a
co-plaintiff in the Kaplan action.
On November 14, 2008, Kaplan filed an amended complaint
purporting to name himself and Younge as plaintiffs (the
“Amended Complaint”). The Amended Complaint alleged,
among other things, that the public market trading prices of the
Company’s units were not indicative of our long-term
prospects and that the Kohlberg merger price should have been
approximately $10.00 per share. The Amended Complaint further
contended that certain terms in the Merger Agreement, including
the “no shop” clause which prevented our Board of
Directors from affirmatively soliciting alternative bids, the
Company’s obligation to notify Kohlberg if the Company
received a superior bid, and the Company’s obligation to
pay a $2.5 million termination fee to Kohlberg under
certain circumstances, precluded any higher bids. The Amended
Complaint also alleged certain deficiencies in the
Company’s October 22, 2008 preliminary proxy
statement. The Amended Complaint sought an injunction preventing
the consummation of the merger (or alternatively, rescission and
recissory damages), an accounting by defendants for all alleged
damages and profits, and an award of fees and costs.
On January 9, 2009, Younge filed a second amended complaint
(the “Second Amended Complaint”) purporting to name an
additional plaintiff (and a purported beneficial owner of the
Company’s outstanding IDS units), Mary C. Larivee, and
adding allegations concerning the Proxy Statement. That same day
Kaplan filed a motion to withdraw as a plaintiff in the Second
Amended Complaint.
On January 13, 2009, plaintiff and defendants entered into
a Memorandum of Understanding (which the parties expect to be
followed by Stipulation of Settlement) regarding a settlement of
the Second Amended Complaint.
As part of the settlement, and in exchange for a dismissal of
the lawsuit and release, the Company has agreed to file this
supplement to the previously-distributed Proxy Statement and
mail a copy of the supplement to its investors.
This settlement, which is subject to, among other conditions,
preliminary and final Connecticut court approval after
appropriate notice and a hearing to consider the fairness of the
settlement, would resolve any and all existing or potential
claims relating to the merger (including those claims purported
to be alleged in the Second Amended Complaint) as will be set
out in greater detail in the Stipulation of Settlement. The
Company and its officers and directors continue to deny any
liability or responsibility for the claims made in the Second
Amended Complaint and make no admission of any wrongdoing. There
can be no assurance that the parties will ultimately enter into
a stipulation of settlement or that the Court will approve the
settlement even if the parties enter into such a stipulation. In
the event the settlement is approved, all holders of the
Company’s securities, from April 30, 2008 through the
date of consummation of the merger with Kohlberg, will release
all claims (other than valid appraisal demands in connection
with the merger) relating to the transaction which were or could
be brought against the Company, its officers and directors,
Kohlberg, and their respective affiliates and agents. The
settlement is also subject to the completion of the merger with
Kohlberg.
SUPPLEMENTAL
INFORMATION TO THE PROXY STATEMENT
In connection with the settlement of the security holder
lawsuits described above, we have agreed to supplement certain
disclosure in the Proxy Statement with the disclosure that is
set forth below. This supplemental information should be read in
conjunction with the Proxy Statement, which we urge you to read
in its entirety.
|
|
|
|
|
|
1.
|
As described on page 21 of the Proxy Statement, the
Board’s decision to approve the Merger Agreement was the
outcome of an approximately six-month Board of
Directors-directed process to assess the Company’s capital
structure and to identify, pursue and evaluate capital structure
and other alternatives that would allow the Company to operate
under the business conditions it was facing in light of rapidly
deteriorating financial and credit markets. The capital
structure and other alternatives considered included
(i) selling the Company to a third party,
(ii) refinancing the Company’s indebtedness under the
credit agreement with the proceeds of an issuance of new senior
secured notes, (iii) exchanging the Notes for new equity
and cash proceeds from new preferred stock, (iv) exchanging
the Notes for new common equity, (v) refinancing the IDSs
with cash raised from a new equity offering, (vi) operating
under the current capital structure by significantly reducing
operating costs and capital expenditures, deferring interest
payments on the Notes and either securing a new credit facility
with the existing lenders or seeking a permanent amendment of
the monthly financial maintenance covenants under the credit
agreement, (vii) restructuring the balance sheet in
bankruptcy, either through a pre-arranged restructuring agreed
to with the lenders or otherwise, (viii) conducting a
process to sell the Company under the protections and procedures
of the bankruptcy laws and (ix) liquidating the Company in
bankruptcy.
|
|
|
|
|
2.
|
As described on page 21 of the Proxy Statement, on
March 21, 2008 the Board of Directors met and approved the
retention of UBS Securities LLC (“UBS”), an investment
bank, to assist the Company in reviewing its capital structure
and obtaining the permanent amendment to its credit agreement.
UBS is an independent investment bank with no financial interest
in the Company.
|
|
|
|
|
3.
|
As described on page 22 of the Proxy Statement, on
April 7, 2008, the Board of Directors held a telephonic
meeting, which representatives of Cahill Gordon &
Reindel LLP (“Cahill”) attended. Cahill
representatives led a full discussion regarding the
directors’ duties and responsibilities in connection with
the unsolicited offer from Company A, a strategic buyer.
Following the discussion, the consensus of the Board of
Directors was not to pursue Company A’s expression of
interest at that time in order to continue to pursue its
business strategy of reducing costs and restructuring its
existing credit agreement.
|
|
|
|
|
4.
|
As described on page 22 of the Proxy Statement, on
April 21, 2008, the Board of Directors held a telephonic
meeting attended by representatives of Cahill and UBS. Janet
Steinmayer updated the Board of Directors on the status of
discussions with the Company’s lenders to amend the credit
agreement and the challenges regarding the Company’s
capital structure. Representatives of UBS and Cahill discussed
various capital structure and other alternatives and UBS
representatives proposed a process to explore such alternatives.
Following a full discussion of the expression of interest
received from Company A, the Board of Directors again determined
not to pursue Company A’s expression of interest at that
time so that it could take the time to explore all of the
Company’s alternatives.
|
|
|
|
|
5.
|
As described on page 25 of the Proxy Statement, on
June 23, 2008, the Board of Directors held a telephonic
meeting during which Ms. Steinmayer updated the Board of
Directors on a new expression of interest that had been received
from Company B with a price indication of 8.5x to 9.5x EBIT.
Ms. Steinmayer advised that representatives of UBS had
evaluated the bid to imply a range from $5.10 to $6.38 per IDS
based on the amount of net debt reflected on the Company’s
most recent balance sheet. Based on the fact that the Company
had 11 active bids, the higher end of Company B’s bid was
lower than the lowest of all of the other 11 bids but one, and
that the process would be slowed down significantly to get
Company B to the same diligence level as the 11 other bidders,
the Board of Directors determined not to include Company B in
the process unless circumstances changed. Representatives of UBS
subsequently communicated the Board’s decision to Company B.
|
|
|
|
|
|
|
6.
|
As described on page 27 of the Proxy Statement, on
August 9, 2008, the Board of Directors held a telephonic
meeting without any executive officers where it determined to
designate independent director Glenn Zander as the sole member
of a special committee. Mr Zander is an independent director
with experience in business restructurings who could make
himself available to spend the extra time needed to work
directly with the Company’s advisors and management to
evaluate alternatives.
|
|
|
|
|
7.
|
As described on pages 27 and 28 of the Proxy Statement, on
August 21, 2008, the Board of Directors held a meeting in
New York City. Representatives of UBS presented an update on the
various capital structure and other alternatives being explored
including (i) selling the Company to a third party,
(ii) refinancing the Company’s indebtedness under the
credit agreement with the proceeds of an issuance of new senior
secured notes, (iii) exchanging the Notes for new equity
and cash proceeds from new preferred stock, (iv) exchanging
the Notes for new common equity, (v) refinancing the IDSs
with cash raised from a new equity offering, (vi) operating
under the current capital structure by significantly reducing
operating costs and capital expenditures, deferring interest
payments on the Notes and either securing a new credit facility
with the existing lenders or seeking a permanent amendment of
the monthly financial maintenance covenants under the credit
agreement, (vii) restructuring the balance sheet in
bankruptcy, either through a pre-arranged restructuring agreed
to with the lenders or otherwise, (viii) conducting a
process to sell the Company under the protections and procedures
of the bankruptcy laws and (ix) liquidating the Company in
bankruptcy.
|
|
|
|
|
8.
|
As described on page 28 of the Proxy Statement, on
August 22, 2008, a representative from Abrams &
Laster, special Delaware counsel to the Board of Directors,
(“A&L”), contacted the investment bank Evercore
Group L.L.C. (“Evercore”) to discuss its potential
engagement to provide an opinion as to the consideration being
offered in the Merger. Upon learning in August 2008 of
limitations on the ability of UBS to render a fairness opinion,
representatives of Cahill and A&L discussed the potential
availability and qualifications of other leading investment
banking firms to provide financial advice to the Board. Based
upon the history of Evercore providing independent and expert
advice on matters involving A&L
and/or
Cahill, A&L contacted Evercore on August 22, 2008 to
determine Evercore’s availability to analyze a potential
transaction with Kohlberg and potentially to provide an opinion
to the Board on the financial terms of any merger agreement with
Kohlberg. A&L has worked on transactions and lawsuits in
which Evercore has been engaged by parties with the same and
adverse interests as A&L’s clients. Based upon
Evercore’s preliminary expression of interest and
commitment of senior personnel with expertise to staff the
proposed engagement, A&L did not contact other potential
financial advisers and recommended that the Board engage
Evercore. Evercore was not engaged to render a fairness opinion
as the consideration in the transaction represented primarily a
payment for the debt underlying the IDS, but instead agreed to
render an opinion based on methodologies that analyzed the
relative value of the total consideration being offered to
security holders as compared to the Company’s estimated
enterprise value. Evercore is an independent investment bank
with no financial interest in the Company or Kohlberg.
|
|
|
|
|
9.
|
As described on page 28 of the Proxy Statement, on
September 2, 2008, the Board of Directors held a meeting in
New York City. Representatives of UBS provided an update on the
exploration process and informed the Board of Directors that
Kohlberg had lowered its price to $4.00 per IDS, but that they
believed that Kohlberg might increase its offer, particularly if
the Company committed to negotiating exclusively with Kohlberg.
Representatives of UBS stated that Company C still had not
finished its diligence or secured financing and would need at
least 30 days to complete a deal. UBS representatives
reminded the Board of Directors that although Company D had no
financing contingency, it had significant outstanding diligence
to complete, it had submitted a substantial
mark-up
to
the proposed merger agreement, which increased the uncertainty
of reaching a deal, and required a
30-day
exclusivity period during which negotiations with Kohlberg would
need to be deferred. Representatives of UBS further noted that
Company D’s price would vary depending on the
Company’s aggregate indebtedness, the per IDS price was
calculated after transaction costs and Company D was likely to
reduce its price after conducting further due diligence (as
other bidders
|
2
|
|
|
|
|
|
|
had). The Board of Directors also determined not to go back to
other earlier bidders, including Company B, since they would
have had to perform significant diligence which would delay the
process, was likely to result in similar price reductions and
would encounter the same difficulty in securing financing. The
Board of Directors determined it was in the best interest of the
Company’s security holders to continue to pursue a
transaction with Kohlberg.
|
|
|
|
|
|
|
10.
|
As described on page 31 of the Proxy Statement, on
September 17, 2008, Kohlberg advised UBS that it reduced
its offer price from $4.65 per IDS to $4.00 per IDS based on
management’s latest financial forecast, a revision to the
financing terms by the Original Commitment Lender (including an
increase in fees payable) and the further deteriorating
financing market conditions. Kohlberg stated that their proposal
was subject to a call with management to walk through the
revised cash flow forecast and Kohlberg’s satisfaction that
the forecast was achievable.
|
|
|
|
|
11.
|
As described on page 34 of the Proxy Statement, on the
morning of December 22, 2008, the Board of Directors held a
telephonic meeting to consider the proposed terms of the
renegotiated transaction and evaluate the Company’s options
in a bankruptcy scenario. Representatives of UBS presented their
preliminary financial analysis of the revised purchase price
contemplated by the proposed amendment to the Original Merger
Agreement and discussed certain aspects of several bankruptcy
alternatives. UBS then presented the Board of Directors with a
break-even analysis that implied EBITDA multiples of between
5.7x and 4.4x would be required upon emergence from bankruptcy
to achieve value to the Company’s security holders
equivalent to the revised Kohlberg offer based on the
Company’s 2009 estimated EBITDA, as provided to UBS by
management, but without adjustments for anticipated
deterioration in EBITDA resulting from a bankruptcy filing.
Following a thorough discussion of the alternatives, the Board
of Directors unanimously concluded that continuing to pursue a
transaction with Kohlberg, in spite of the revised terms, was in
the best interests of the Company’s security holders and
other creditors and instructed UBS to contact Kohlberg regarding
the potential terms for a transaction.
|
|
|
|
|
12.
|
As described on page 39 of the Proxy Statement, at meetings
of the Board of Directors of the Company on September 18,
2008, and December 22, 2008, Evercore presented its
financial analyses with respect to whether the aggregate
consideration (the aggregate amount of the cash received in the
Transaction and the remaining Notes outstanding, the
“Aggregate Consideration”) to be received by the
holders of the Company’s IDSs was within the range of net
enterprise values that Evercore estimated for the Company. In
arriving at its opinion dated September 18, 2008, Evercore
assumed, with the Company’s consent, that the Notes not
acquired in the Tender Offer should be deemed part of the
Aggregate Consideration with a value following consummation of
the Transaction equal to at least $3.99 per Note. In arriving at
its opinion dated December 22, 2008, Evercore assumed, with
the Company’s consent, that the Notes not acquired in the
Tender Offer should be deemed part of the Aggregate
Consideration with a value following consummation of the
Transaction equal to at least $2.49 per Note.
|
|
|
|
|
13.
|
As described on page 42 and 43 of the Proxy Statement,
Evercore calculated and analyzed the ratio of total enterprise
value, referred to as TEV, to estimated 2008 calendar year
earnings before interest, taxes, depreciation and amortization,
or EBITDA, less normalized capital expenditures (estimated as
average capital expenditures as a percentage of sales from 2005
to 2007, multiplied by estimated 2008 revenue) for certain
selected publicly-traded companies, as well as the ratio of TEV
to estimated 2009 calendar year EBITDA less normalized capital
expenditures (estimated as average capital expenditures as a
percentage of sales from 2005 to 2007, multiplied by estimated
2009 revenue). Evercore also calculated and analyzed the ratio
of price to estimated 2008 and 2009 earnings per share for the
above selected publicly-traded companies. Evercore also
calculated and analyzed the ratio of price to book value per
share per the latest publicly available balance sheet. Evercore
calculated all multiples for the selected companies based on
each respective company’s closing share prices as of
September 17, 2008. These calculations were based on
publicly available
|
3
|
|
|
|
|
|
|
financial data including estimates from equity research
analysts. The range of implied multiples that Evercore
calculated is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
|
Public Market Trading Multiples
|
|
|
|
|
Multiples
|
|
|
Caterers & Concession Operators
|
|
|
Metric
|
|
CVP
|
|
|
Mean
|
|
|
Median
|
|
|
High
|
|
|
Low
|
|
|
|
|
TEV/2008E EBITDA — CapEx
|
|
|
8.8x
|
|
|
|
13.3x
|
|
|
|
13.2x
|
|
|
|
15.3x
|
|
|
|
11.3x
|
|
|
TEV/2009E EBITDA — CapEx
|
|
|
11.0x
|
|
|
|
11.8x
|
|
|
|
11.9x
|
|
|
|
13.1x
|
|
|
|
10.3x
|
|
|
Price/2008E Earnings
|
|
|
Deficit
|
|
|
|
16.2x
|
|
|
|
15.5x
|
|
|
|
18.1x
|
|
|
|
15.0x
|
|
|
Price/2009E Earnings
|
|
|
Deficit
|
|
|
|
14.1x
|
|
|
|
13.5x
|
|
|
|
15.6x
|
|
|
|
13.3x
|
|
|
Price/Book Value
|
|
|
Deficit
|
|
|
|
3.6x
|
|
|
|
3.4x
|
|
|
|
4.3x
|
|
|
|
3.1x
|
|
Evercore did not calculate the implied per share values for the
multiples observed in the
Public Market Trading Analysis
due to differences in business, financial, trading and
geographic characteristics.
|
|
|
|
|
|
14.
|
As described on page 43 of the Proxy Statement, Evercore
calculated the TEV as a multiple of EBITDA during the last
twelve months prior to the acquisition, or LTM, less normalized
capital expenditures (defined as the average of the last three
fiscal year capital expenditures as a percentage of sales
multiplied by the revenue for the last twelve months) implied by
these transactions. Evercore also calculated the ratio of the
offer price to LTM earnings. Multiples for the selected
transactions were based on publicly available financial
information. The range of implied multiples that Evercore
calculated is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
|
|
|
|
|
|
Multiples
|
|
|
Precedent Transaction Multiples
|
|
|
|
|
CVP
|
|
|
Mean
|
|
|
Median
|
|
|
High
|
|
|
Low
|
|
|
|
|
TEV/LTM EBITDA — CapEx
|
|
|
9.1x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
Offer Price/LTM EPS
|
|
|
Deficit
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
Evercore did not calculate the implied per share values for the
multiples observed in the
Precedent Transaction Analysis
due to differences in business, financial, trading and
geographic characteristics.
|
|
|
|
|
|
15.
|
As described on page 43 of the Proxy Statement, in
performing its
Discounted Cash Flow Analysis
, Evercore
calculated ranges of estimated terminal values by using a range
of perpetuity growth rates from 2.0% to 6.0%. The estimated
interim after-tax free cash flows and terminal values were then
discounted to present value at September 30, 2008 using
discount rates of 12.0% to 20.0%.
|
Evercore selected the range of perpetuity growth rates based on
its estimate for the long-term free cash flow growth rate based
on discussions with and financial projections provided by
Management. Evercore estimated a range of discount rates for the
Company based on its judgment, at the time of the relevant
opinion, regarding expected rates of return for the Company
given its existing capital structure, taking into account the
Company’s financial outlook, macro-economic assumptions and
estimates of risk, the opportunity cost of capital and other
appropriate factors.
4
Using the financials projections provided by Management,
Evercore calculated a range of Net Enterprise Values that are
summarized below:
Net
Enterprise
Value
(1)(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
Discount
|
|
Perpetuity Growth Rate
|
|
Rate
|
|
2.00%
|
|
3.00%
|
|
4.00%
|
|
5.00%
|
|
6.00%
|
|
|
|
20.0%
|
|
($21)
|
|
($17)
|
|
($13)
|
|
($7)
|
|
($1)
|
|
18.0%
|
|
(7)
|
|
(1)
|
|
5
|
|
12
|
|
21
|
|
16.0%
|
|
12
|
|
19
|
|
28
|
|
39
|
|
52
|
|
14.0%
|
|
37
|
|
48
|
|
62
|
|
78
|
|
99
|
|
12.0%
|
|
72
|
|
89
|
|
112
|
|
140
|
|
178
|
Evercore compared these values to the Aggregate Consideration of
$83.9 million and noted that 20 of the 25 values in this
range were below the Aggregate Consideration of
$83.9 million.
Evercore also prepared a sensitivity case to the management
projections that utilized different assumptions relating to cost
savings and improvements in working capital management.
Management confirmed that these sensitivity assumptions
represented a reasonable set of assumptions for a sensitivity
case. The analysis indicated the following implied net
enterprise value ranges for the Company:
Net
Enterprise Value
(1)(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
Discount
|
|
Perpetuity Growth Rate
|
|
Rate
|
|
2.00%
|
|
3.00%
|
|
4.00%
|
|
5.00%
|
|
6.00%
|
|
|
|
20.0%
|
|
($44)
|
|
($40)
|
|
($36)
|
|
($31)
|
|
($26)
|
|
18.0%
|
|
(31)
|
|
(26)
|
|
(21)
|
|
(14)
|
|
(7)
|
|
16.0%
|
|
(15)
|
|
(8)
|
|
(0)
|
|
9
|
|
20
|
|
14.0%
|
|
7
|
|
17
|
|
29
|
|
43
|
|
61
|
|
12.0%
|
|
37
|
|
53
|
|
72
|
|
97
|
|
130
|
Evercore compared these values to the Aggregate Consideration of
$83.9 million and noted that 23 of the 25 values in this
range were below the Aggregate Consideration of
$83.9 million.
|
|
|
|
|
|
16.
|
As described on page 46 of the Proxy Statement, Evercore
calculated and analyzed the ratio of TEV to estimated 2008
calendar year EBITDA, less normalized capital expenditures
(estimated as average capital expenditures as a percentage of
sales from 2005 to 2007, multiplied by estimated 2008 revenue)
for certain selected publicly traded companies, as well as the
ratio of TEV to estimated 2009 calendar year EBITDA less
normalized capital expenditures (estimated as average capital
expenditures as a percentage of sales from 2005 to 2007,
multiplied by estimated 2009 revenue). Evercore also calculated
and analyzed the ratio of price to estimated 2008 and 2009
earnings per share for the above selected publicly traded
companies. Evercore also calculated and analyzed the ratio of
price to book value per share per the latest publicly available
balance sheet. Evercore calculated all multiples for the
selected companies based on each respective company’s
closing share prices as of December 19, 2008. These
calculations were based on publicly available financial data
|
1
Valuation as of 9/30/08; 2008E reflects Q4 financials only
2
Net Debt represents Bank Debt less excess cash of
$6.5 million, which excludes $20.0 million minimum
cash balance and $3.2 million in an escrow account as of
9/30/08 per management
3
NOLs valued at $8.5 million, midpoint of estimated
$8.0-$9.0 million range from PricewaterhouseCoopers
5
|
|
|
|
|
|
|
including estimates from equity research analysts. The range of
implied multiples that Evercore calculated is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
|
Public Market Trading Multiples
|
|
|
|
|
Multiples
|
|
|
Caterers & Concession Operators
|
|
|
Metric
|
|
CVP
|
|
|
Mean
|
|
|
Median
|
|
|
High
|
|
|
Low
|
|
|
|
|
TEV/2008E EBITDA — CapEx
|
|
|
9.4x
|
|
|
|
11.5x
|
|
|
|
10.5x
|
|
|
|
13.5x
|
|
|
|
10.3x
|
|
|
TEV/2009E EBITDA — CapEx
|
|
|
10.4x
|
|
|
|
10.6x
|
|
|
|
9.8x
|
|
|
|
12.4x
|
|
|
|
9.4x
|
|
|
Price/2008E Earnings
|
|
|
Deficit
|
|
|
|
14.6x
|
|
|
|
14.9x
|
|
|
|
16.0x
|
|
|
|
13.0x
|
|
|
Price/2009E Earnings
|
|
|
Deficit
|
|
|
|
13.6x
|
|
|
|
13.1x
|
|
|
|
15.1x
|
|
|
|
12.7x
|
|
|
Price/Book Value
|
|
|
Deficit
|
|
|
|
2.7x
|
|
|
|
2.8x
|
|
|
|
2.9x
|
|
|
|
2.6x
|
|
Evercore did not calculate the implied per share values for the
multiples observed in the
Public Market Trading Analysis
due to differences in business, financial, trading and
geographic characteristics.
|
|
|
|
|
|
17.
|
As described on pages 46 and 47 of the Proxy Statement, Evercore
performed an analysis of selected merger and acquisition
transactions. Evercore identified and analyzed a group of three
acquisitions of caterer and concession operators that were
announced between 2006 and 2007. Evercore noted that the target
companies identified were not directly comparable to the Company
due to differences in business, financial, trading and
geographic characteristics. Evercore also noted that these
transactions occurred at a time when the availability of
financing for transactions was greater and terms were
substantially more favorable than at the time of the
Transaction. Evercore calculated the TEV as a multiple of LTM
EBITDA, less normalized capital expenditures (defined as the
average of the last three fiscal year capital expenditures as a
percentage of sales multiplied by the revenue for the last
12 months) implied by these transactions. Evercore also
calculated the ratio of the offer price to LTM earnings per
share. Multiples for the selected transactions were based on
publicly available financial information.
|
The range of implied multiples that Evercore calculated is
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
|
|
|
|
|
|
Multiples
|
|
|
Precedent Transaction Multiples
|
|
|
|
|
CVP
|
|
|
Mean
|
|
|
Median
|
|
|
High
|
|
|
Low
|
|
|
|
|
TEV/LTM EBITDA — CapEx
|
|
|
9.4x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
|
14.7x
|
|
|
Offer Price/LTM EPS
|
|
|
Deficit
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
|
|
20.5x
|
|
Evercore did not calculate the implied per share values for the
multiples observed in the
Precedent Transaction Analysis
due to differences in business, financial, trading and
geographic characteristics.
|
|
|
|
|
|
18.
|
As described on page 47 of the Proxy Statement, in
performing its
Discounted Cash Flow Analysis
, Evercore
calculated ranges of estimated terminal values by using a range
of perpetuity growth rates from 2.0% to 6.0%. The estimated
interim after-tax free cash flows and terminal values were then
discounted to present value at December 31, 2008 using
discount rates of 12.0% to 20.0%.
|
Evercore selected the range of perpetuity growth rates based on
its estimate for the long-term free cash flow growth rate based
on discussions with and financial projections provided by
Management. Evercore estimated a range of discount rates for the
Company based on its judgment, at the time of the relevant
opinion, regarding expected rates of return for the Company
given its existing capital structure, taking into account the
Company’s financial outlook, macro-economic assumptions and
estimates of risk, the opportunity cost of capital and other
appropriate factors.
6
Evercore calculated a range of Net Enterprise Values that are
summarized below:
Net
Enterprise
Value
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
Discount
|
|
Perpetuity Growth Rate
|
|
Rate
|
|
2.00%
|
|
3.00%
|
|
4.00%
|
|
5.00%
|
|
6.00%
|
|
|
|
20.0%
|
|
($35)
|
|
($31)
|
|
($27)
|
|
($22)
|
|
($16)
|
|
18.0%
|
|
(22)
|
|
(17)
|
|
(11)
|
|
(4)
|
|
4
|
|
16.0%
|
|
(5)
|
|
2
|
|
(10)
|
|
20
|
|
32
|
|
14.0%
|
|
17
|
|
28
|
|
40
|
|
55
|
|
75
|
|
12.0%
|
|
49
|
|
65
|
|
85
|
|
111
|
|
145
|
Evercore compared these values to the Aggregate Consideration of
$52.5 million and noted that 19 of the 25 values in
this range were below the Aggregate Consideration of
$52.5 million.
Evercore also prepared a sensitivity case to the management
projections that utilized different assumptions relating to cost
savings. Management confirmed that these sensitivity assumptions
represented a reasonable set of assumptions for a sensitivity
case. The analysis indicated the following implied net
enterprise value ranges for the Company:
Net
Enterprise
Value
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
Discount
|
|
Perpetuity Growth Rate
|
|
Rate
|
|
2.00%
|
|
3.00%
|
|
4.00%
|
|
5.00%
|
|
6.00%
|
|
|
|
20.0%
|
|
($49)
|
|
($45)
|
|
($42)
|
|
($37)
|
|
($33)
|
|
18.0%
|
|
(38)
|
|
(33)
|
|
(28)
|
|
(22)
|
|
(16)
|
|
16.0%
|
|
(23)
|
|
(17)
|
|
(10)
|
|
(2)
|
|
8
|
|
14.0%
|
|
(4)
|
|
5
|
|
15
|
|
28
|
|
45
|
|
12.0%
|
|
22
|
|
36
|
|
54
|
|
76
|
|
105
|
Evercore compared these values to the Aggregate Consideration of
$52.5 million and noted that 22 of the 25 values
in this range were below the Aggregate Consideration of
$52.5 million.
1
Valuation as of 12/31/08, assumes mid-year discount convention
2
NOLs valued at $8.5 million, midpoint of estimated
$8.0-$9.0 million range from PricewaterhouseCoopers
7
SPECIAL
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference
into the Proxy Statement, as supplemented by this supplement,
including those relating to the Company’s strategies and
other statements that are predictive in nature, that depend upon
or refer to future events or conditions, or that include words
such as “will,” “should,” “may,”
“expects,” “anticipates,”
“intends,” “plans,” “believes,”
“estimates” and similar expressions, are
forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Forward-looking
statements include the information concerning possible or
assumed future results of the Company as set forth under
“Adoption of the Merger Agreement
(Proposal 1) — The Merger — Reasons for
the Merger; Recommendation of the Board of Directors” and
“Adoption of the Merger Agreement
(Proposal 1) — The Merger — Opinion of
Evercore Group L.L.C.” These statements are not historical
facts but instead represent only the Company’s
expectations, estimates and projections regarding future events.
These statements are not guarantees of future performance and
involve certain risks and uncertainties that are difficult to
predict, which may include the risk factors set forth in the
Proxy Statement and other market, business, legal and
operational uncertainties discussed elsewhere in the Proxy
Statement and the documents that are incorporated therein by
reference. Those uncertainties include, but are not limited to:
|
|
|
|
|
|
•
|
the failure of the security holders to adopt the Merger
Agreement and the transactions contemplated thereby;
|
|
|
|
|
•
|
disruption from the Merger and the transactions contemplated
thereby, including lost business opportunities and difficulty
maintaining relationships with employees, clients and suppliers;
|
|
|
|
|
•
|
legal risks, including litigation, whether or not related to the
Merger and the transactions contemplated thereby, and
legislative and regulatory developments; and
|
|
|
|
|
•
|
changes in general economic and market conditions.
|
The Company’s actual results and financial conditions may
differ, perhaps materially, from the anticipated results and
financial conditions in any forward-looking statements, and,
accordingly, readers are cautioned not to place undue reliance
on such statements.
For more information concerning factors that could affect the
Company’s future results and financial condition, see, in
addition to the factors discussed under “Risk Factors”
in the Proxy Statement, “Management’s Discussion and
Analysis” in our annual report on
Form 10-K
for the year ended January 1, 2008, and Quarterly Reports
on
Form 10-Q
for the fiscal quarters ended April 1, 2008, July 1,
2008 and September 30, 2008, which are incorporated herein
by reference. Parent and the Company undertake no obligation to
update any forward-looking statements, whether as a result of
new information, future events or otherwise.
8
WHERE YOU
CAN FIND MORE INFORMATION
The Company filed the Proxy Statement with the SEC on
December 23, 2008, and we have filed this supplement to the
Proxy Statement with the SEC on January 15, 2009. Security
holders are urged to read the Proxy Statement, as supplemented
by this supplement, because it contains important information
about the merger and the special meeting of company security
holders. In addition, the Company files annual, quarterly and
current reports, proxy statements and other documents with the
SEC under the Exchange Act. Our SEC filings made electronically
through the SEC EDGAR system are available to the public at the
SEC website at
http://www.sec.gov
.
You may also read and copy any document we file with the SEC at
the SEC public reference room located at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at (800) SEC-0330 for further information on the
operation of the public reference room.
As allowed by SEC rules, the Proxy Statement, as supplemented by
this supplement, does not contain all the information you can
find in the Proxy Statement on Schedule 14A filed by the
Company to vote on the proposal to adopt the Merger Agreement.
The SEC allows us to “incorporate by reference”
information into the Proxy Statement, as supplemented by this
supplement, which means that we can disclose important
information to you by referring you to other documents filed
separately with the SEC. The information incorporated by
reference is deemed to be part of the Proxy Statement, as
supplemented by this supplement, and later information that we
file with the SEC will update and supersede that information.
The Proxy Statement, as supplemented by this supplement,
incorporates by reference the documents set forth below that we
(SEC file number
001-31904)
have previously filed with the SEC. These documents contain
important information about the Company and our financial
condition.
|
|
|
|
|
COMPANY FILINGS WITH THE SEC
|
|
PERIOD AND/OR FILING DATE
|
|
Annual Report on Form 10-K
|
|
Year ended January 1, 2008, as filed March 17, 2008
|
|
Quarterly Reports on Form 10-Q
|
|
Quarter ended September 30, 2008, as filed November 10, 2008,
Quarter ended July 1, 2008, as filed August 12, 2008, and
Quarter ended April 1, 2008, as filed May 19, 2008
|
|
Definitive Proxy Statement on Schedule 14A
|
|
Filed April 25, 2008
|
|
Current Reports on Form 8-K
|
|
Filed April 7, 2008, September 19, 2008, September 22,
2008, November 5, 2008, December 24, 2008 and January 14,
2009
|
You may obtain additional copies of the documents incorporated
in the Proxy Statement, as supplemented by this supplement,
without charge, by requesting them in writing or by telephone
from:
|
|
|
|
|
|
|
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Telephone: (800) 322-2885
(212) 929-5500
Attn: Jeanne Carr
|
|
or
|
|
Centerplate, Inc.
Corporate Secretary
2187 Atlantic Street, 6th Floor
Stamford, Connecticut 06902
(203) 975-5906
|
Any request for copies of documents should be made by
January 17, 2009 in order to ensure receipt of the
documents before the special meeting.
The Proxy Statement, as supplemented by this supplement, does
not constitute an offer to sell, or a solicitation of an offer
to buy, any securities, or the solicitation of a proxy, in any
jurisdiction to or from any person to whom it is not lawful to
make any offer or solicitation in that jurisdiction. The
delivery of the Proxy Statement, as supplemented by this
supplement, should not create an implication that there has been
no change in the affairs of the Company since the date of the
Proxy Statement, as supplemented by this supplement, or that the
information herein is correct as of any later date.
9
The Company has not authorized anyone to give any information or
make any representation about the Merger that is different from,
or in addition to, that contained in the Proxy Statement, as
supplemented by this supplement, or in any of the materials that
are incorporated by reference into the Proxy Statement, as
supplemented by this supplement. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you
are in a jurisdiction where offers to exchange or sell, or
solicitations of offers to exchange or purchase, the securities
referred to by the Proxy Statement, as supplemented by this
supplement, are unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer
presented in the Proxy Statement, as supplemented by this
supplement, does not extend to you. The information contained in
the Proxy Statement, as supplemented by this supplement, speaks
only as of the date of this document unless the information
specifically indicates that another date applies.
10
|
PROXY CENTERPLATE,
INC. PROXY - FOR THE SPECIAL MEETING OF SECURITY HOLDERS --
JANUARY 27, 2009 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Janet L. Steinmayer and Kevin F. McNamara, and
each of them, with full power of substitution, for and in the name of the
undersigned, to vote all shares of common stock of Centerplate, Inc., a Delaware
corporation (the “Company”), that the undersigned would be entitled to vote if
personally present at the Special Meeting of security holders of the Company, to
be held in the Conference Center, Ground Level at 200 First Stamford Place,
Stamford, Connecticut 06902, at 8:30 a.m., Eastern Time on January 27, 2009 and
at any adjournment thereof, upon the matters described in the accompanying
Notice of Special Meeting and Proxy Statement, receipt of which is hereby
acknowledged, subject to any direction indicated on the reverse side of this
card and upon any other matters that may properly come before the Special
Meeting or any adjournment thereof, hereby revoking any proxy heretofore
executed by the undersigned to vote at said meeting. THIS PROXY IS SOLICITED ON
BEHALF OF THE COMPANY’S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” PROPOSALS 1 AND 2. THE SHARES REPRESENTED BY THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED “FOR” PROPOSALS 1
AND 2, SAID PROPOSALS BEING MORE FULLY DESCRIBED IN THE NOTICE OF SPECIAL
MEETING AND THE PROXY STATEMENT, AND IN THE DISCRETION OF THE PROXIES ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENT THEREOF. THE UNDERSIGNED RATIFIES AND CONFIRMS ALL THAT SAID PROXIES
OR THEIR SUBSTITUTES MAY LAWFULLY DO BY VIRTUE HEREOF. PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (TO BE SIGNED
ON REVERSE SIDE) Address Change/Comments (Mark the corresponding box on the
reverse side) s FOLD AND
DETACH HERE s
|
|
Mark Here for Address Change or Comments PLEASE SEE REVERSE SIDE THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” FOR AGAINST ABSTAIN 1. Proposal to adopt the Agreement and Plan
of Merger, dated In their discretion, the Proxies are authorized to vote and otherwise represent
the undersigned on September 18, 2008 as amend by the Amendment to the such other matters as may
properly come before the Special Meeting or any adjournment thereof. Agreement and Plan of Merger
dated December 23, 2008, as it may be further amended from time to time, by and among the Company,
Parent and Merger Sub, and the transactions contem- To change the address on your account, please
mark the box at right and indicate your new plated thereby, pursuant to which Merger Sub will be
merged address in the space provided on the reverse side. Please note that changes to the
registered with and into the Company, with the Company as the surviving name(s) on the account may
not be submitted via this method. corporation. If you plan to attend the Special Meeting, please
mark the box at right.I plan to attend the meeting. 2. Proposal to adjourn the Special Meeting, if
necessary, to solicit additional proxies. PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD IN
THE ENCLOSED ENVELOPE PROVIDED AS SOON AS POSSIBLE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSALS 1 AND 2. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X Signature(s) of Stockholder Date: NOTE:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please
give full title as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. ? FOLD AND DETACH HERE ?
|
Centerplate (AMEX:CVP)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Centerplate (AMEX:CVP)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
