This Tender Offer Statement on Schedule TO relates solely to
preliminary communications made before the commencement of a planned tender offer by MTY Columbia Merger Sub, Inc. (Purchaser), a Delaware corporation and a wholly owned subsidiary of MTY Franchising USA, Inc.
(MTY), a Delaware corporation and a wholly owned subsidiary of MTY Food Group Inc. (Parent), for any and all of the outstanding shares of common stock, par value $0.01 per share, of Papa Murphys Holdings, Inc.
(Papa Murphys), to be commenced pursuant to the Agreement and Plan of Merger, dated as of April 10th, 2019 (as it may be amended from time to time, the Merger Agreement), by and among MTY, Purchaser and Papa
Murphys.
Notice to Investors
The tender offer described above has not yet commenced. This communication is for informational purposes only and is not a
recommendation, an offer to purchase or a solicitation of an offer to sell shares of Papa Murphys. The solicitation and offer to buy Papa Murphys shares will only be made pursuant to an offer to purchase and related materials. At the
time the tender offer is commenced, Purchaser will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the SEC) and Papa Murphys will file a solicitation/recommendation
statement with respect to the tender offer. Investors and stockholders of Papa Murphys are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be
amended from time to time, when they become available, because they will contain important information, including the terms and conditions of the offer, that stockholders should consider before making any decision regarding the tender of their
shares. The tender offer statement (including the related exhibits), the solicitation/recommendation statement and the other documents filed by Papa Murphys with the SEC, including the Merger Agreement, will be available at no charge on the
SECs website at www.sec.gov. In addition, the tender offer statement and other documents that Purchaser files with the SEC will be made available to all stockholders of Papa Murphys free of charge from the information agent for the
tender offer, and the solicitation/recommendation statement and the other documents filed by Papa Murphys with the SEC will be made available to all stockholders of Papa Murphys free of charge at www.investors.papamurphys.com.
Forward-Looking Information
Certain information in this communication constitutes forward-looking information that involves known and unknown
risks and uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of Purchaser, MTY, Papa Murphys or the combined company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking information. All statements other than statements of historical facts included in this communication may constitute forward-looking statements. In particular, this
communication contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, regarding, without limitation, the potential benefits and effects of the
proposed tender offer and the related merger, the ability to complete the proposed tender offer and related merger and the potential closing date of these transactions and the potential impact of these transactions on the combined companys
future operations; the suitability of these transactions for MTY and Papa Murphys; the effect of these transactions on Papa Murphys stakeholders; the expected EBITDA, revenue, liquidity, cash flows, system sales and potential growth of
the combined company; and potential future acquisition opportunities and capital investments. Forward-looking statements can generally be identified by the use of forward-looking terminology such as anticipate, estimate,
may, will, expect, believe, plan or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might
occur or be achieved. These forward-looking statements are not facts or guarantees of future performance, but only reflections of estimates and expectations of Purchasers, MTYs and Papa Murphys management and involve a number of
risks, uncertainties, and assumptions.
The forward-looking information contained in this communication reflects
Purchasers, MTYs and Papa Murphys current expectations and assumptions regarding future events and operating performance and speaks only as of the date of this communication. These expectations and assumptions include, but are not
limited to: the currency exchange rates used to derive Canadian dollar expectations; market acceptance of the proposed tender offer and the related merger; the satisfactory fulfillment of all of the conditions precedent to these transaction; the
receipt of all required approvals and consents including regulatory approvals; future results of Papa Murphys business and operations meeting or exceeding historical results; the success of the integration of Papa Murphys operations and
management team with MTYs operations and business; and market acceptance of potential future acquisitions and capital investments by MTY. While these assumptions and expectations are considered reasonable, a number of factors could cause the
actual