MONTREAL, May 23, 2019 /CNW Telbec/ - MTY Food Group
Inc. ("MTY") (TSX: MTY) is pleased to announce that it has
completed the acquisition of Papa Murphy's Holdings, Inc. ("Papa
Murphy's") (NASDAQ: FRSH) through the consummation of a merger of
its wholly-owned subsidiary, MTY Columbia Merger Sub, Inc. ("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. In the merger, each share of Papa Murphy's common
stock outstanding immediately prior to the effective time of the
merger (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) has been converted into the right to receive
US$6.45 per share, net to the seller
in cash, without interest and subject to any tax withholdings. As a
result of the merger, Papa Murphy's became an indirect wholly-owned
subsidiary of MTY. Papa Murphy's support center will continue to be
located and operated in Vancouver,
Washington.
As a result of the acquisition, shares of common stock of Papa
Murphy's ceased trading prior to the open of the market on
May 23, 2019 and will no longer be
listed on the Nasdaq Stock Market.
National Bank Financial Inc. acted as exclusive financial
advisor to MTY and Fasken Martineau DuMoulin LLP and Morrison &
Foerster LLP acted as its legal advisors. North Point Advisors LLC
acted as exclusive financial advisor to Papa Murphy's and Perkins
Coie LLP acted as its legal advisor.
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 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.