This Amendment No. 1 (“
Amendment No.
1
”) amends and
supplements Item 8 in the Solicitation/Recommendation Statement on Schedule
14D-9
filed by Papa Murphy’s Holdings, Inc. (the “
Company
”) with the Securities and Exchange Commission on
April 25, 2019 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein the “
Schedule
14D-9
”). The Schedule
14D-9
relates to the tender offer by MTY Columbia Merger Sub, Inc. (“
Merger Sub
”), a Delaware corporation and wholly owned subsidiary of MTY Franchising USA, Inc. (“
Parent
”), a
Delaware corporation, to purchase all of the issued and outstanding Shares at a purchase price equal to $6.45 per Share (the “
Offer Price
”), net to the seller in cash, without interest and less any applicable taxes required to be
withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2019, and in the related Letter of Transmittal, in each case, as may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged
and is incorporated herein by reference as relevant to items in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule
14D-9.
Item 8. Additional Information.
Item 8 of the Schedule
14D-9
is hereby amended and supplemented by adding the following section
immediately before the heading “
Forward-Looking Statements.
”:
“Litigation Related to the Transactions.
On April 30, 2019, Richard Scarantino, a purported stockholder, filed a putative class action lawsuit challenging disclosures made in
connection with the Transactions in the United States District Court for the District of Delaware. The complaint is captioned
Scarantino v. Papa Murphy’s Holdings Inc. et al., case number
1:19-cv-00791
. The complaint names as defendants the Company, members of the Board, Merger Sub and Parent. The complaint alleges, among other things, that the Company and the Board violated provisions of
the Exchange Act by failing to provide in the Schedule
14D-9
all material information needed by stockholders to make an informed decision whether to tender their Shares. As relief, the complaint seeks, among
other things, an injunction against the Transactions, rescissory damages should the Transactions be consummated, and an award of attorneys’ and experts’ fees. The defendants believe that the complaint lacks merit.
On May 3, 2019, Evan Brown, a purported stockholder, filed a putative class action lawsuit challenging certain disclosures made in
connection with the Transactions in the United States District Court for the Southern District of New York. The complaint is captioned
Brown v. Papa Murphy’s Holdings Inc. et al., case number 1:19-cv-03984
. The complaint names as
defendants the Company and members of the Board. The complaint alleges, among other things, that the Company and the Board violated provisions of the Exchange Act by making untrue statements of material fact or failing to provide in the Schedule
14D-9 all material information needed by stockholders to make an informed decision whether to tender their Shares. As relief, the complaint seeks, among other things, an injunction against the Transactions, rescissory damages should the Transactions
be consummated, and an award of attorneys’ and experts’ fees. The defendants believe that the complaint lacks merit.”