Item 8.01 Other Events
Tender and Support Agreement
In connection with the Offer
and Merger, and concurrently with the execution of the Merger Agreement, Parent and Merger Sub entered into a Tender and Support Agreement (the Support Agreement) with certain stockholders of the Company, as well as each of the
Companys directors and executive officers (each, a Supporting Stockholder). Pursuant to the Support Agreement, the Supporting Stockholders have agreed to tender shares of Common Stock held by them in the Offer and to otherwise
support the transactions contemplated by the Merger Agreement. The Supporting Stockholders beneficially owned, as of April 10, 2019, 8,868,933 shares of Common Stock (including shares deemed to be beneficially owned in accordance with
Rule 13d-3 under
the Exchange Act), which represent approximately 52% of the outstanding shares of Common Stock as of April 10, 2019.
The Support Agreement terminates upon the occurrence of certain circumstances, including in the event that the Merger Agreement is terminated in accordance
with its terms.
The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Support Agreement, a form of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On April 11, 2019, the
Company and MTY issued a joint press release announcing the entry into the Merger Agreement, which is attached hereto as Exhibit 99.2 and 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 SEC. At the time the 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 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 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