February 1, 2024 – Albuquerque, New Mexico
The Company expects to fund the purchase of shares in the Tender Offer with available cash. The Tender Offer is being made pursuant to, and subject to the terms and conditions in, the Offer to Purchase and Letter of Transmittal, dated February 1, 2024 (collectively with any ancillary documents thereto, the “Offering Documents”). The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on March 1, 2024 (as such date and time may be extended or earlier terminated, the “Expiration Date”).
The obligation of the Company to accept for purchase, and to pay for, any shares validly tendered and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in Section 10 of the Offer to Purchase, entitled “Conditions to the Offer.” The Tender Offer is not conditioned upon any minimum number of shares being tendered. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. Subject to applicable law, the Company may amend, extend, terminate or withdraw the Tender Offer.
If more than 250,000 shares are duly tendered and not withdrawn prior to the Expiration Date, any amount of the shares accepted for payment and purchased will be prorated, disregarding fractions, subject to the terms and conditions of the Tender Offer. As a result, each Eligible Holder that validly tenders shares may have a portion of their shares returned to them, and the amount of shares returned will depend on the level of participation of Eligible Holders in the Tender Offer. Such shares will be returned promptly following the Expiration Date.
The Tender Offer is being made and offered only to Eligible Holders, solely pursuant to the terms and conditions set forth in the Offering Documents. Copies of the Offering Documents are being mailed to shareholders of record. Eligible Holders should read carefully all the Offering Documents because they contain important information, including the various terms of, and conditions to, the Tender Offer.
Equiniti Trust Company, LLC is serving as the Depositary Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to Lindsey Fischer at (651) 554-3829 or [email protected]. Requests for the Offering Documents may be directed to D.F. King & Co., Inc., which is acting as the Information Agent for the Tender Offer, at: banks and brokers, (347) 814-1397; and all others toll free at (800) 290-6426or at the following email: [email protected].
The Company, its Board of Directors, or the Depositary Agent for the Tender Offer has not made and will not make any recommendations to Eligible Holders as to whether to tender or refrain from tendering their shares in the Tender Offer. Eligible Holders must make their own decision as to how many shares they will tender, if any. In so doing, Eligible Holders should read and evaluate carefully the information in the Offering Documents.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Company’s common shares. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Bowlin Travel Centers, Inc.
Bowlin Travel Centers, Inc.’s principal business activities include the operation of ten travel centers and five restaurants strategically located along well-travelled interstate highways in New Mexico and Arizona. Eight of Bowlin’s travel centers offer fuel and Bowlin operates five full-service restaurants under the Dairy Queen/Brazier or Dairy Queen trade names. All of Bowlin’s travel centers offer a unique variety of Southwestern merchandise, as well as convenience store food, to the traveling public, and has provided Southwestern hospitality along major highways for travelers since 1912. Visit Bowlin Travel Centers, Inc. at https://www.bowlintc.com/.
This press release contains “forward-looking statements.” You can identify forward-looking statements by the use of words or phrases, such as “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “continue,” “ongoing,” “could,” “would be,” or the negative use of those terms, or similar words or phrases. Any statements about the expectations, beliefs, plans, objectives, assumptions or future events or performance of the Company, or the industries in which it operates, are not historical facts nor assurances of future performance. Accordingly, these statements involve estimates, assumptions, uncertainties and unknown risks which could cause actual results to differ materially from those expressed in such forward-looking statements. For a discussion of specific factors that could cause actual results to differ materially from the forward-looking statements, please read Section 9 of the Offer to Purchase, entitled “Risk Factors Related to the Offer to Purchase.” Because certain risk factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by the Company, or by its affiliates or representatives, or on their behalf, you should not place undue reliance on any forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release. New factors emerge from time to time, and it is not possible for the Company, any of its affiliates or representatives to predict which factors will arise. In addition, neither the Company, nor any of its affiliates or representatives can assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Neither the Company nor any of its affiliates or its representatives can guarantee future results, levels of activity, performance or achievements. Except as otherwise required by federal securities law, the Company does not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Equiniti Trust Company, LLC
Information Agent for Tender Offer:
D.F. King & Co., Inc.
Thomas A. Germinario
Investor Relations Contact:
The Miller Group
7025 N. Scottsdale Road, Suite 105
Scottsdale, AZ 85253-3675