As previously disclosed and reported in the Current Reports on Form
8-K
filed by
Bojangles, Inc. (the
Company
or
Bojangles
) on November 6, 2018 and November 9, 2018 with the U.S. Securities and Exchange Commission (the
SEC
), on November 5, 2018,
the Company, Walker Parent, Inc., a Delaware corporation (
Parent
), and Walker Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (
Merger Sub
), entered into an Agreement and Plan of
Merger (as it may be amended from time to time, the
Merger Agreement
) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the
Merger
and, collectively with the other transactions contemplated by the Merger Agreement, the
Transactions
), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent.
Parent and Merger Sub are affiliates of investment funds affiliated with Durational Capital Management LP and The Jordan Company, L.P. On November 30, 2018, Bojangles filed with the SEC a preliminary proxy statement in connection with the
Transactions, and on December 10, 2018, Bojangles filed with the SEC a definitive proxy statement in connection with the Transactions (the
Definitive Proxy Statement
), which was mailed to Bojangles stockholders of
record.
In connection with the Transactions, four putative class action lawsuits were filed in the United States District
Court for the District of Delaware, and two putative class action lawsuits were filed in the United States District Court for the Southern District of New York. The four lawsuits filed in the United States District Court for the District of Delaware
are captioned
Kasper v. Bojangles, Inc., et al.
, No.
1:18-cv-01961-UNA
(filed December 12, 2018),
Franchi v.
Bojangles, Inc., et al.
, No.
1:18-cv-01981-UNA
(filed December 13, 2018),
Shibata v. Bojangles, Inc., et
al.
, No.
1:18-cv-01986-UNA
(filed December 14, 2018), and
Crowley v. Bojangles, Inc., et al.
, No.
1:18-cv-01993-UNA
(filed December 14, 2018). The two lawsuits filed in the United States District Court for the Southern District
of New York are captioned
Purdessy v. Bojangles, Inc., et al.
, No.
1:18-cv-11649
(filed December 13, 2018) and
Boyette v. Bojangles, Inc., et
al.
, No.
1:18-cv-11697
(filed December 13, 2018) (each of the six complaints, a
Complaint
, and all six lawsuits, collectively, the
Merger Litigation
). Each Complaint alleges that the Definitive Proxy Statement contains false and/or misleading statements and asserts claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as
amended, and SEC Rule
14a-9
against Bojangles and its directors. Each Complaint generally seeks, among other things, injunctive relief preventing the Transactions, damages and an award of
plaintiffs costs and disbursements, including reasonable attorneys and expert fees and expenses.
The Company
believes that the claims asserted in the Complaints are without merit and that no supplemental disclosure is required under applicable law. However, in order to avoid the risk of the Merger Litigation delaying or adversely affecting the
Transactions, particularly in light of recent market conditions, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined to voluntarily supplement the
Definitive Proxy Statement as described in this Current Report on Form
8-K.
Nothing in this Current Report on Form
8-K
shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Litigation that any additional disclosure was or is required.
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