On October 30, 2017, the Board of Directors (the Board) of
Ruby Tuesday, Inc. (Ruby Tuesday) determined to postpone the Companys 2017 Annual Meeting of Shareholders, previously scheduled for January 22, 2018, due to the pendency of the special meeting of shareholders of Ruby Tuesday
(the Special Meeting) to vote on approval of the previously-announced Agreement and Plan of Merger (the Merger Agreement) among RTI Holding Company, LLC (Parent), a fund managed by NRD Capital, RTI Merger Sub,
LLC, a wholly owned subsidiary of Parent (Merger Sub), and Ruby Tuesday, pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Ruby Tuesday (the
Merger). Ruby Tuesday has filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the Special Meeting and anticipates that it will notify shareholders of the exact date, time and location of the
Special Meeting in the forthcoming definitive proxy materials.
If the Merger is completed, Ruby Tuesday will become a wholly-owned
subsidiary of Parent and there will be no annual meeting of Ruby Tuesday involving public shareholders. If the Merger is not completed, the Board will take such further action following the Special Meeting as it deems necessary and appropriate to
call and convene an annual meeting of shareholders, including the establishment of a new annual meeting date and deadline for submission of shareholder proposals and director nominations.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or
approval. This communication relates to a proposed transaction between Ruby Tuesday, Inc. (Ruby Tuesday) and a fund managed by NRD Capital (Acquirer). In connection with this proposed transaction, Ruby Tuesday and/or Acquirer
may file one or more proxy statements, registration statements, proxy statement/prospectus or other documents with the Securities and Exchange Commission (the SEC). This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other document Ruby Tuesday and/or Acquirer may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF RUBY TUESDAY AND ACQUIRER ARE URGED TO READ THE
PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any
definitive proxy statement(s) (if and when available) will be mailed to stockholders of Ruby Tuesday and/or Acquirer, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Ruby Tuesday and/or Acquirer through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Ruby Tuesday will be available free of charge on Ruby Tuesdays
internet website at http://www.rubytuesday.com or by contacting Ruby Tuesdays Investor Relations Director by email at RubyTuesdayIR@icrinc.com or by phone at (646)
277-1273.
Participants in Solicitation
Ruby Tuesday, Acquirer,
their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Ruby
Tuesday is set forth in its Annual Report on Form
10-K
for the fiscal year ended June 6, 2017, which was filed with the SEC on August 21, 2017 and amended on October 4, 2017, certain of its
Quarterly Reports on Form
10-Q
and certain of its Current Reports filed on Form
8-K.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication regarding the proposed transaction between Ruby Tuesday and Acquiror are forward-looking statements. The
words anticipate, believe, ensure, expect, if, intend, estimate, probable, project, forecasts, predict,
outlook, aim, will, could, should, would, potential, may, might, anticipate, likely plan,
positioned, strategy, and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about
Ruby Tuesday and Acquirer, may include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions based on
current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or
achievements expressed or implied by the forward-looking statements, including the risk factors set forth in Ruby Tuesdays most recent report on Form
10-K,
Form
10-Q
and other documents on file with the SEC and the factors given below:
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failure of Acquirer to obtain the financing required to consummate the proposed transaction;
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failure to obtain the approval of shareholders of Ruby Tuesday in connection with the proposed transaction;
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the failure to consummate or delay in consummating the proposed transaction for other reasons;
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the timing to consummate the proposed transaction;
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the risk that a condition to closing of the proposed transaction may not be satisfied;
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the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;
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the diversion of management time to transaction-related issues.
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Ruby Tuesdays forward-looking
statements are based on assumptions that Ruby Tuesday believes to be reasonable but that may not prove to be accurate. Neither Ruby Tuesday nor Acquirer can guarantee future results, level of activity, performance or achievements. Moreover, neither
Ruby Tuesday nor Acquirer assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Ruby Tuesday and Acquirer assume no obligation to update or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.