This Schedule 14D-9 filing consists of the following communications related to the proposed
acquisition of Papa Murphys Holdings, Inc. (Papa Murphys), a Delaware corporation by MTY Columbia Merger Sub, Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of MTY Franchising
USA, Inc. (Parent), a Delaware corporation, pursuant to the terms of the Agreement and Plan of Merger dated April 10, 2019 (as it may be amended from time to time, the Merger Agreement), among Parent, Merger
Sub and Papa Murphys.
The information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form
8-K
filed by Papa Murphys on April 11, 2019 (including all exhibits attached thereto) is incorporated herein by reference.
Important Information
The tender offer
for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Companys common stock. The
solicitation and the offer to purchase shares of the Companys common stock will only be made pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the Securities and Exchange Commission (the
SEC). At the time the tender offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer.
Stockholders of the Company are advised to read the Schedule TO (including an offer to purchase, a
related letter of transmittal and other offer documents) and the solicitation/recommendation statement on Schedule 14D-9, as each may be amended or supplemented from time to time, and any other relevant documents filed with the SEC when they become
available, before making any decision with respect to the tender offer because these documents will contain important information about the proposed transactions and the parties thereto.
Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other
documents filed by the parties (when available), at the SECs web site at www.sec.gov or by visiting the Companys Investor Relations website at http://investors.papamurphys.com or by contacting the Companys Investor Relations
Department by phone at (877)
747-7272
or by
e-mail
at
papamurphys-ir@icrinc.com.
Forward-Looking Statements
Certain
forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving companys business,
performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Forward-looking statements
are based on managements current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to
predict. As a result, actual future results and trends may differ materially from what is forecast in forward-looking statements. The following are some of the factors that could cause actual future results to differ materially from those expressed
in any forward-looking statements: (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or
acquisition proposals for the Company will be made; (iv) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory
approvals from any applicable governmental