process. At the meeting, representatives of North Point reviewed previously prepared materials and discussed North Points valuation analysis, focusing primarily on the Companys
expected adjusted earnings before interest expense, income taxes, depreciation and amortization. The Board discussed the Companys current, stand-alone valuation, potential strategic alternatives, potential premiums that a strategic transaction
may command, market trends for strategic transactions involving companies similar to the Company, and timing and disclosure issues.
On
October 18, 2018, the Special Committee, along with members of management and representatives of North Point, held a telephonic meeting to discuss the strategic alternatives process, including a review of potential buyers and to review an
auction bid process timeline.
On October 25, 2018, the Special Committee, along with members of management and representatives of
North Point, held a telephonic meeting to discuss prospective buyers as well as process updates, including matters related to the upcoming November board meeting, preparation of a confidential information memorandum and fireside chats.
Between late October 2018 through February 2019, at the direction of the Special Committee, North Point contacted 211 potential bidders,
including 163 financial institutions and 48 potential strategic buyers. North Point distributed to potential bidders that expressed interest in further evaluating a potential transaction, a preliminary teaser containing public
information about the Company and its applicable business lines, and an accompanying form of
non-disclosure
agreement relating to a proposed negotiated transaction involving the Company. During that period,
the Company negotiated and entered into
non-disclosure
agreements with 72 potentially interested bidders and provided those potential bidders with additional Company-related materials, including a
confidential information memorandum.
The Company executed a
non-disclosure
agreement with an
affiliate of MTY on October 30, 2018. Shortly thereafter, North Point provided MTY with a confidential information memorandum regarding the Company.
On November 1, 2018, the Special Committee held an
in-person
meeting in New York City. At the
meeting, the Special Committee discussed the status of the auction bid process, including initial reactions from potential buyers, and process and timing for bids and management meetings.
On November 2, 2018, the Board held a regular,
in-person
meeting in New York City, which was also
attended by certain members of management and representatives of North Point. At the meeting, in addition to routine matters, among other things, North Point provided an overview of the strategic alternatives process. The Board also discussed the
possibility of making a public announcement with respect to a strategic alternatives process and potential public reaction to such an announcement.
On November 7, 2018, the Company issued a press release and held a conference call announcing its third quarter 2018 operating results
and that it had initiated a process to explore strategic alternatives to maximize stockholder value, and that the Company had engaged North Point to act as its financial advisor to assist with the review. Following this announcement, the
Companys stock price increased to a high of $5.43 on November 8, 2018, up from a closing Share price of $4.41 on November 7, 2018, immediately prior to the announcement.
On November 8, 2018, the Special Committee held a telephonic meeting with members of management and representatives of North Point. North
Point provided an auction bid process update, including a summary of ongoing workstreams, and reported on initial responses and reactions from potential bidders.
On November 15, 2018, the Special Committee held a telephonic meeting with members of management and representatives of North Point.
North Point reviewed initial feedback from prospective bidders and provided an update on the auction bid process.
On November 19,
2018, at the direction of the Special Committee, North Point sent an auction bid process letter with instructions for the submission of initial indications of interest regarding the potential acquisition of
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