USA: Uno Restaurant Corporation signs merger agreement in going private transaction
Uno Restaurant Corporation (NYSE: UNO) announced yesterday that it has signed a merger agreement with a corporation formed by Uno Restaurant Corporation's chairman and majority stockholder, Aaron D. Spencer, and four key executive officers. Under this agreement, the new corporation will merge with Uno Restaurant Corporation, and the stockholders of Uno Restaurant Corporation other than Mr. Spencer would be entitled to receive $9.75 per share in cash. Completion of the merger is subject to a number of conditions, including receipt of financing, approval by the holders of a majority of Uno Restaurant Corporation's shares not owned or controlled by Mr. Spencer and the four key executive officers, holders who pursue their appraisal rights under Delaware law not owning more than 5% of Uno Restaurant Corporation's outstanding shares, receipt of a further fairness opinion from the financial advisor to the special committee of the Board of Directors of Uno Restaurant Corporation who negotiated the transaction, and absence of a material adverse change or the institution of certain litigation.
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