This Amendment No. 2 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the Schedule TO), filed with the Securities and Exchange Commission on April 25, 2019, 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). The Schedule TO relates
to the tender offer by Purchaser 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, a copy of which is attached as Exhibit (a)(1)(A), and in
the related letter of transmittal (the Letter of Transmittal, a copy of which is attached 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 the Schedule TO, and is supplemented by the information specifically provided in this Amendment.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or
in the Schedule TO.
Amendments to the Offer to Purchase
Item 11.
Additional Information
.
Item 11 of the Schedule TO (and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the
Offer to Purchase) and the disclosure under Section 16 Certain Legal Matters; Regulatory Approvals of the Offer to Purchase are hereby amended and supplemented by:
Adding the following paragraphs as the third and fourth paragraphs under the heading
Certain Litigation
:
On May 7, 2019, Arnold Swan, a purported stockholder, filed a putative class action lawsuit challenging disclosures made in connection with the proposed
transactions in the Court of Chancery of the State of Delaware. The complaint is captioned
Swan v. Papa Murphys Holdings, Inc. et al., case number 2019-0343
. The complaint names as defendants Papa Murphys, members of the Papa
Murphys Board, Purchaser and MTY. The complaint alleges, among other things, that the Papa Murphys Board violated its fiduciary duties under Delaware law 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 or seek appraisal. As relief, the complaint seeks, among other things, an injunction against the proposed transactions, rescissory damages
should the proposed transactions be consummated, and an award of attorneys and experts fees. The defendants believe that the complaint lacks merit.
On May 8, 2019, Lucas Wayne Baum, a purported stockholder, filed a putative class action lawsuit challenging certain disclosures made in connection with
the proposed transactions in the United States District Court for the District of Delaware. The complaint is captioned
Baum v. Papa Murphys Holdings, Inc. et al., case number
1:19-cv-00860
. The complaint names as defendants Papa Murphys and members of the Papa Murphys Board. The complaint alleges, among other things, that Papa
Murphys and the Papa Murphys 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 proposed transactions, rescissory damages should the proposed transactions be consummated, and
an award of attorneys and experts fees. Papa Murphys has informed Purchaser and MTY that the defendants believe that the complaint lacks merit.
2