Bowl America Acquisition FAQs

Bowl America Acquisition FAQs

At the effective time of the merger, you became entitled to receive $8.53 in cash, without interest and less any applicable withholding taxes, for each share of Class A Common Stock, par value $0.10 per share (“Class A Common Stock”), of Bowl America Incorporated (“Bowl America”) and/or each share of Class B Common Stock, par value $0.10 per share, of Bowl America (“Class B Common Stock” and together with the Class A Common Stock, the “Bowl America Common Stock”) that you owned immediately prior to the effective time. For example, if you owned 100 shares of Common Stock, you will receive $853 in cash in exchange for your shares of Common Stock, without giving effect to any applicable withholding taxes. This does not apply to (i) shares of Common Stock held by the Company or any of its subsidiaries, (ii) shares of Common Stock held by Parent or its subsidiaries, and (iii) shares of Class B Common Stock whose holders delivered a written objection to the merger and have not voted for the merger or consented to it in writing and have otherwise demanded and perfected their rights of objecting stockholders in accordance with, and have complied in all respects with, the Maryland General Corporation Law. You will not own, directly or indirectly, any shares of the capital stock in Bowl America or the parent, Bowlero Corp.

Yes, Bowl America declared an extraordinary dividend of $0.60 per share of Common Stock. The extraordinary dividend will be paid after the effective time of the merger. Accordingly, if the merger is not completed, the Company will not pay the extraordinary dividend. Only stockholders who held their shares of Common Stock at the close of business on August 12, 2021, the record date for the extraordinary dividend, will receive payment of the extraordinary dividend.

If you are the record holder of your shares of Common Stock (i.e., you have a stock certificate or complete an affidavit of loss in lieu thereof or you hold shares directly in book-entry), you will be sent a letter of transmittal from the paying agent for the merger, Computershare, to complete and return, along with any stock certificates that you hold for surrender (if applicable). DO NOT MAIL OR DELIVER YOUR STOCK CERTIFICATES TO COMPUTERSHARE UNTIL YOU HAVE RECEIVED THE LETTER OF TRANSMITTAL.

In order to receive the $8.53 per share merger consideration, you must send Computershare your validly completed and signed letter of transmittal together with your Company stock certificates (or affidavit of loss in lieu thereof) and other required documents as instructed in the letter of transmittal. Once you have properly submitted these materials, you will receive cash for your shares. If your shares of Common Stock are held in “street name” by your broker, bank or other nominee or in the ESOP, you will receive instructions after the effective time of the merger from your broker, bank or other nominee or the ESOP Trustee, as applicable, as to how to effect the surrender of your “street name” shares and receive cash for those shares.

If you have questions about exchanging your shares of Bowl America Common Stock for the merger consideration, please call Computershare at: 1 (800) 546-5141.

Your completed Letter of Transmittal, together with your stock certificates being surrendered (if applicable), should be returned to the Paying Agent in the enclosed envelope, or to the address below:

By Express Mail or Other Overnight Courier to:

Computershare

Computershare Trust Company, N.A.

462 South Fourth Street, Suite 1600

Louisville, KY 40202

By Mail to:

Computershare

Computershare Trust Company, N.A.

PO Box 505004

Louisville, KY 40233-5004

If you have questions about completing or mailing your letter of transmittal or stock certificates for Bowl America Common Stock, please call Computershare at: 1 (800) 546-5141.

The letter of transmittal includes the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificate(s). You will also be required to post a bond in favor of Bowl America in order to cover any potential loss. If you have any questions about these procedures, please call Computershare at: 1 (800) 546-5141.

All stockholder enquiries should be directed to Computershare at: 1 (800) 546-5141.