EXHIBIT 99.1
Contact: N. Gregory Petrick
Executive Vice President and
Chief Financial Officer
(814) 234-6000
Press Release
FOR IMMEDIATE RELEASE
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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
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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.
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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.
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