This Tender Offer Statement on Schedule TO (this Schedule
TO) relates to the 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 (Shares), of Papa Murphys Holdings, Inc. (Papa Murphys), at a
price of $6.45 per Share, without interest, net to the seller in cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2019 (the Offer
to Purchase), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B), and which, together
with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the Offer).
The information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference to the
extent stated herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1.
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Summary Term Sheet
.
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The information set forth in the Offer to Purchase under Summary Term Sheet is incorporated herein by reference.
Item 2.
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Subject Company Information
.
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(a)
Name and Address.
The name, address, and telephone number of the subject companys principal executive
offices are as follows:
Papa Murphys Holdings, Inc.
8000 NE Parkway Drive, Suite
350 Vancouver, Washington 98662
(360)
260-7272
(b)
Securities.
The information set forth in the Offer to Purchase under Introduction and
Section 6Price Range of Shares; Dividends is incorporated herein by reference.
(c)
Trading
Market and Price.
The information set forth in the Offer to Purchase under Section 6Price Range of Shares; Dividends is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person
.
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(a)-(c)
Name and Address; Business and Background of Entities; and Business and Background of Natural
Persons
. This Schedule TO is filed by Purchaser, MTY and Parent. The information set forth in the Offer to Purchase under Summary Term Sheet, Section 8Certain Information Concerning Purchaser, MTY and
Parent and Schedule IInformation Relating to Purchaser, MTY and Parent is incorporated herein by reference.
Item 4.
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Terms of the Transaction
.
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(a)
Material Terms.
The information set forth in the Offer to Purchase under the following
headings is incorporated herein by reference:
Summary Term Sheet
Introduction
2