Blimpie International, Inc. (Amex: BLM)
announced today that it has filed preliminary proxy materials with the SEC in connection with a
special meeting of shareholders to be held to consider and vote upon its previously announced
proposed acquisition of the company by a private investor group.
The company also announced that a lawsuit naming it and six of its directors as defendants has
been commenced in the Chancery Division of the New Jersey Superior Court located in Mercer
County, NJ by a person claiming to be one of the Company’s shareholders. The plaintiff, who is
seeking class action status for the lawsuit, has alleged that Anthony P. Conza, the Chairman and
Chief Executive Officer of the Company, and the other named director-defendants, have engaged in
an unlawful scheme designed to sell the Company in a going-private transaction for grossly
inadequate consideration and without full and complete disclosure of all material information.
The action seeks permanent injunctive relief against consummation of the transaction, rescission of
the transaction and rescissionary damages. The company believes that the action is completely
without merit and intends to vigorously defend itself and its director-defendants.
Blimpie International is a global franchiser of several branded quick-service restaurant concepts.
The company’s core brand, Blimpie® Subs & Salads, has grown to approximately 2,000 franchised
outlets across the United States and 15 foreign countries.
This press release is being filed pursuant to Rule 425 under the Securities Act of 1933 and is
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.
The company has filed a preliminary proxy statement and other relevant documents concerning the
proposed merger transaction with the SEC. The company also will file a definitive proxy statement
and other relevant documents concerning the proposed transaction with the SEC. Investors are
urged to read the preliminary proxy statement, the definitive proxy statement (when it becomes
available) and any other relevant documents filed with the SEC because they will contain important
information on the proposed transaction. You will be able to obtain the documents filed with the SEC
free of charge at the Web site maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Blimpie free of charge by requesting them in writing from Blimpie,
1775 The Exchange, Atlanta, GA, 30309 Attention: Investor Relations, or by telephone at (800)
447-6256 Ext. 165.
The company, its employee directors and executive officers may be deemed to be participants in the
solicitation of proxies from the company’s shareholders. A list of the names of those directors and
executive officers and descriptions of their interests in the company is contained in its annual report
on SEC Form 10-K for the fiscal year ended June 30, 2001, which is filed with the SEC. Shareholders
may obtain additional information about the interests of those directors and executive officers in this
transaction by reading the preliminary proxy statement and the definitive proxy statement (when it
becomes available).