Good Times Restaurants Announces Commencement of Tender Offer
August 13 2021 - 7:30AM
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 is commencing a tender
offer for up to 1,413,000 shares of its common stock at a price per
share of $4.60. The closing price of the Company's common stock on
Tuesday, August 10, 2021, the last full trading day before the
announcement of the tender offer, was $4.50 per share. The
1,413,000 shares sought in the tender offer represent approximately
11.0% of the Company’s shares of common stock currently
outstanding. 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 not contingent upon any minimum number of
shares being tendered. However, the tender offer is subject to a
number of other terms and conditions, which are described in detail
in the Offer to Purchase. Specific instructions and a complete
explanation of the terms and conditions of the tender offer are
contained in the Offer to Purchase, the related letter of
transmittal and other related materials, which will be mailed to
shareholders of record concurrently with the commencement of the
tender offer. Shareholders wishing to tender their shares but who
are unable to deliver them physically or by book-entry transfer
prior to the expiration of the tender offer, or who are unable to
make delivery of all required documents to the depositary prior to
the expiration of the tender offer, may tender their shares by
complying with the procedures set forth in the Offer to Purchase
for tendering by notice of guaranteed delivery.
The tender offer will expire at 11:59 p.m., New York City time,
on September 10, 2021, unless extended by the Company. 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offer and may be withdrawn at any time prior to the expiration of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.
The tender offer is not subject to a financing condition. The
Company expects to fund the share purchases in the offer from its
existing cash and cash equivalents.
Alliance Advisors, LLC will serve as information agent for the
tender offer. Broadridge Corporate Issuer Solutions, Inc. will
serve as the depositary for the tender offer.
Neither the Company, its directors or officers, the information
agent nor the depositary makes 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 to sell shares of the Company's common stock.
The tender offer will be made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that the
Company will file today with the SEC. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS BECAUSE THEY 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. Shareholders may 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 files with the SEC at the SEC's website at www.sec.gov, and
shareholders may obtain them for free from the Company at 651
Corporate Circle, Suite 200, Golden, CO 80401, (303) 384-1400
option 8, and from the information agent for the tender offer,
Alliance Advisors, LLC, at (855) 742-8271, Email:
reorg@allianceadvisors.com.
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/20210813005032/en/
Good Times Restaurants Inc. Ryan M. Zink, President and
Chief Executive Officer (303) 384-1411 Christi Pennington (303)
384-1440
Good Times Restaurants (NASDAQ:GTIM)
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