MONTREAL, May 23, 2019 /CNW Telbec/ - MTY Food Group Inc.
("MTY") (TSX: MTY) and Papa Murphy's Holdings, Inc. ("Papa
Murphy's") (NASDAQ: FRSH) are pleased to announce that MTY has
successfully completed its previously announced offer to purchase
all outstanding shares of common stock of Papa Murphy's at a per
share price of US$6.45 (the "Tender
Offer"), net to the seller in cash, without interest and less any
applicable withholding taxes. The Tender Offer was effected by MTY
Columbia Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary
of MTY.
The Tender Offer, which was made pursuant to the agreement and
plan of merger, entered into by MTY Franchising USA, Inc., a wholly-owned subsidiary of MTY,
Merger Sub and Papa Murphy's on April 10,
2019 (the "Merger Agreement"), expired at one minute
following 11:59 p.m. (12:00
midnight), Eastern time, on May 22,
2019 (the "Expiration Time"). The depositary and paying
agent for the Tender Offer has advised MTY that, as of the
Expiration Time, 15,201,906 shares of Papa Murphy's common stock
(excluding shares with respect to which notices of guaranteed
delivery were delivered but which shares were not yet delivered)
had been validly tendered and not validly withdrawn, representing
approximately 89.2% of Papa Murphy's outstanding shares of common
stock.
All conditions to the Tender Offer were satisfied and the Tender
Offer was not extended. All shares of Papa Murphy's common stock
that were validly tendered and not validly withdrawn have been
accepted for purchase and will be promptly paid for by Merger
Sub.
MTY will promptly complete its acquisition of Papa Murphy's
through consummation of a merger of Merger Sub, with and into Papa
Murphy's without a vote of the Papa Murphy's stockholders, in
accordance with Section 251(h) of the General Corporation Law of
the State of Delaware. Each
remaining share of common stock of Papa Murphy's not purchased in
the Tender Offer (other than any shares held in the treasury of
Papa Murphy's, owned by Merger Sub or held by any Papa Murphy's
stockholder who has validly exercised its appraisal rights under
the General Corporation Law of the State
of Delaware) will be converted into the right to receive the
same US$6.45 in cash, without
interest and less any applicable withholding taxes, that will be
paid in the Tender Offer. Following the merger, Papa Murphy's will
be a wholly-owned subsidiary of MTY. Following the merger, shares
of common stock of Papa Murphy's will cease to be traded on the
Nasdaq Stock Market.
About MTY Food Group
MTY Food Group franchises and operates quick-service and casual
dining restaurants under approximately 75 different banners in
Canada, the United States and internationally. Based
in Montreal, MTY is a family whose
heart beats to the rhythm of its brands, the very soul of its
multibranded strategy. For over 35 years, it has been increasing
its presence by delivering new concepts in quick-service
restaurants and making acquisitions and strategic alliances that
have allowed it to reach new heights year after year. By combining
new trends with operational know-how, the brands forming the MTY
Food Group now touch the lives of millions of people every year.
With approximately 7,400 locations, the many flavours of the MTY
Food Group have the key to responding to the different tastes and
needs of consumers today and tomorrow.
For more information about MTY or the transaction, please
contact Pierre Boucher or
Jennifer McCaughey, MaisonBrison, at
1-514-731-0000 or by email at
pierre@maisonbrison.com or
jennifer@maisonbrison.com or visit our website,
https://mtygroup.com or SEDAR's website at
http://www.sedar.com under MTY's name.
About Papa Murphy's Holdings
Papa Murphy's Holdings, Inc. is a franchisor and operator of the
largest Take 'n' Bake pizza brand in the
United States, selling hand-crafted, fresh pizzas for
customers to bake at home. Papa Murphy's was founded in 1981 and
currently operates over 1,400 franchised and corporate-owned stores
in 37 U.S. states, Canada, and the
United Arab Emirates. Papa
Murphy's core purpose is to help anyone with an oven and 15 minutes
serve a scratch-made meal. In addition to fresh pizzas, Papa
Murphy's offers hand-crafted salads, sides and desserts to complete
the meal. Order online today at www.papamurphys.com for easy pick
up everywhere, and find Papa Murphy's on your favorite delivery
apps in select markets.
Forward-Looking Information
Certain information in this communication constitutes
"forward-looking" information that involves known and unknown risks
and uncertainties, future expectations and other factors which may
cause the actual results, performance or achievements of MTY, MTY
Franchising USA, Inc., Merger Sub,
Papa Murphy's or the combined company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking information. All statements other
than statements of historical facts included in this communication
may constitute forward-looking statements. Forward-looking
statements can generally be identified by the use of
forward-looking terminology such as "anticipate", "estimate",
"may", "will", "expect", "believe", "plan" or variations of such
words and phrases, or by the use of words or phrases which state
that certain actions, events or results may, could, would, or might
occur or be achieved. These forward-looking statements are not
facts or guarantees of future performance, but only reflections of
estimates and expectations of MTY's, MTY Franchising USA, Inc.'s, Merger Sub's and Papa Murphy's
management and involve a number of risks, uncertainties, and
assumptions.
The forward-looking information contained in this communication
reflects MTY's, MTY Franchising USA, Inc.'s, Merger Sub's current expectations
and assumptions regarding future events and operating performance
and speaks only as of the date of this communication. While these
assumptions and expectations are considered reasonable, a number of
factors could cause the actual results, level of activity,
performance or achievements to be materially different from the
expectations and assumptions of MTY, MTY Franchising USA, Inc., Merger Sub and Papa Murphy's,
including those discussed in MTY's public filings available at
www.sedar.com and in particular in its most recent annual
information form under "Risk Factors" and in its management's
discussion and analysis for its fiscal year ended November 30,
2018 under "Risk and Uncertainties" and in Papa Murphy's public
filings with the SEC, available at www.sec.gov, including under
those discussed under "Risk Factors" in Papa Murphy's most recent
annual report on Form 10-K for the fiscal year ended
December 31, 2018.
Readers are further cautioned not to place undue reliance on
forward-looking information as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Forward-looking information contained in this communication
is expressly qualified by this cautionary statement. Except as
required by law, neither of MTY, MTY Franchising USA, Inc., Merger Sub or Papa Murphy's assumes
any obligation to update or revise forward-looking information to
reflect new events or circumstances.
SOURCE MTY Food Group Inc.