Good Times Restaurants Announces Tender Offer
August 10 2021 - 4:05PM
Business Wire
Good Times Restaurants Inc. (Nasdaq: GTIM) (the “Company”),
operator of Bad Daddy’s Burger Bar and Good Times Burgers &
Frozen Custard, today announced that it expects to commence a
tender offer to purchase up to 1,413,000 shares of its common
stock, at a cash price of $4.60 per share of common stock, for an
approximate total amount of $6.5 million. Our Board of Directors
believes that the tender offer is an appropriate mechanism to
return capital to our shareholders while also allowing those
shareholders who do not participate in the tender offer to share in
a higher portion of our future potential.
The tender offer is expected to commence on August 13, 2021 or
soon thereafter and to remain open for twenty business days.
Tenders of shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case, in accordance with
the procedures described in the tender offer materials to be
distributed to shareholders. The tender offer will not be subject
to a financing condition. The Company expects to fund the share
purchases in the offer from its existing cash and cash
equivalents.
Broadridge Corporate Issuer Solutions, Inc. will serve as the
depositary for the tender offer.
Neither the Company, its directors or officers, nor the
depositary make any recommendation as to whether to tender
shares.
Additional Information Regarding the Tender Offer
This communication is for
informational purposes only, is not a recommendation to buy or sell
the Company’s common stock, and does not constitute an offer to buy
or the solicitation of an offer to sell common shares of the
Company. The tender offer described in this communication has not
yet commenced, and there can be no assurances that the Company will
commence the tender offer on the terms described in this
communication or at all. The tender offer will be made only
pursuant to an offer to purchase, letter of transmittal and related
materials that the Company expects to distribute to its
shareholders and file with the Securities and Exchange Commission
(“SEC”) upon commencement of the tender offer. SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT
SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. Once the tender offer is commenced,
shareholders will be able to obtain a free copy of the tender offer
statement on Schedule TO, the offer to purchase, letter of
transmittal and other documents that the Company expects to file
with the SEC at its website at www.sec.gov or by calling the
Information Agent (to be identified at the time the offer is made)
for the tender offer.
About Good Times Restaurants Inc.: Good Times Restaurants
Inc. owns, operates, franchises and licenses 40 Bad Daddy’s Burger
Bar restaurants through its wholly owned subsidiaries. Bad Daddy’s
Burger Bar is a full-service “small box” restaurant concept
featuring a chef-driven menu of gourmet signature burgers, chopped
salads, appetizers and sandwiches with a full bar and a focus on a
selection of local and craft beers in a high-energy atmosphere that
appeals to a broad consumer base. Additionally, Good Times
Restaurants Inc. operates and franchises a regional quick-service
drive-thru restaurant chain consisting of 32 Good Times Burgers
& Frozen Custard restaurants located primarily in Colorado.
Forward-Looking Information
Certain statements and information included in this press
release constitute "forward-looking statements." Such
forward-looking statements include statements that look forward in
time or express management’s beliefs, expectations or hopes. In
particular, such statements include, without limitation, our belief
regarding the benefits of the tender offer and its anticipated
timing and funding. These statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results to be materially different from any future results,
performance or achievements expressed or implied in such
forward-looking statements.
These risks include material changes in our stock price or in
market conditions in general, as well as risks impacting our
business in general, such as the disruption to our business from
the novel coronavirus (COVID-19) pandemic and the impact of the
pandemic on our results of operations, financial condition and
prospects, which may vary depending on the duration and extent of
the pandemic and the impact of federal, state and local
governmental actions and customer behavior in response to the
pandemic, the impact and duration of staffing constraints at our
restaurants, the uncertain nature of current restaurant development
plans and the ability to implement those plans and integrate new
restaurants, delays in developing and opening new restaurants
because of weather, local permitting or other reasons, increased
competition, cost increases or shortages in raw food products, and
other matters discussed under the Risk Factors section of Good
Times’ Annual Report on Form 10-K for the fiscal year ended
September 29, 2020 filed with the SEC, and other filings with the
SEC. Good Times disclaims any obligation or duty to update or
modify these forward-looking statements.
Category: Financial
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version on businesswire.com: https://www.businesswire.com/news/home/20210810005206/en/
GOOD TIMES RESTAURANTS INC. CONTACTS: Ryan M. Zink,
President and Chief Executive Officer, (303) 384-1411 Christi
Pennington, (303) 384-1440
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