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.
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Exhibit
No.
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Description
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99.1
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Weldon Spangler email to franchise owners dated April 11, 2019.
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99.2
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Weldon Spangler email to Franchise Advisory Board (FAB) Members, dated April 11, 2019.
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99.3
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Weldon Spangler email to employees dated April 11, 2019.
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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