This Amendment No. 3 (“
Amendment No.
3
”) amends and
supplements 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, 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. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Explanatory Note:
As described below in
Item 8 of the Schedule 14D-9 under the heading “
Litigation Related to the Transactions
”, and as previously disclosed on May 6, 2019 and May 10, 2019, several purported stockholders have filed putative class action lawsuits
challenging, among other things, the adequacy of the disclosures made in connection with the Transactions. The Company and the other defendants in these lawsuits vigorously deny that they have committed any violation of law or engaged in any of the
wrongful acts that were or could have been alleged in the lawsuits, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties. The Company and the other defendants in these lawsuits deny that
any further disclosure is required to supplement the Schedule 14D-9 under any applicable rule, statute, regulation or law. However, solely to avoid the distraction of expedited litigation in connection with these lawsuits, which may delay or
otherwise adversely affect the completion of the Transactions, the Company is providing certain additional disclosures that are supplemental to those contained in the Schedule 14D-9. None of the defendants has admitted wrongdoing of any kind,
including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, or any violation of any federal or state law. Nothing in this document shall be deemed an admission of
the legal necessity for, or materiality under any applicable laws of, any of the additional disclosures set forth herein. This supplemental information should be read in conjunction with the Schedule 14D-9, which we urge you to read in its entirety.
The Company’s additional disclosures are as follows:
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 under the heading “
Background of the Offer; Reasons for the Recommendation of the
Board—Background of the Offer
” is hereby amended and supplemented by adding the following sentence immediately following the fifth sentence of the thirteenth paragraph under such heading, which appears on page 18 of the Schedule 14D-9:
“Parent, MTY, Merger Sub, and the Company believe that the Merger Agreement does not prevent the Company from waiving the standstill
provisions in connection with a request for such a waiver to allow a counterparty to make an unsolicited Superior Proposal (as defined in the Merger Agreement).”