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Middleby to acquire Turbochef

August 12, 2008

ELGIN, Ill. -- The Middleby Corp. plans to acquire oven maker TurboChef Technologies Inc. in a cash and stock transaction valued at approximately $200 million.   Under the terms of the merger agreement, holders of TurboChef's common shares will receive a combination of $3.67 in cash and 0.0486 Middleby shares of common stock per TurboChef share. The implied value per TurboChef share is $6.47 based on the closing price of Middleby's common stock as of Aug. 11, 2008.
 
Middleby expects to finance the acquisition by drawing on its existing revolving credit facility. The transaction, which is expected to close in the fourth quarter of 2008, is subject to approval by TurboChef shareholders, regulatory approvals and customary closing conditions.
 
TurboChef specializes in high-speed oven technology. Middleby supplies ovens to commercial clients including Papa John's

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