Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) (“BBRG” or the
“Company”), owner and operator of the BRAVO! Cucina Italiana and
BRIO Tuscan Grille restaurant concepts, GP Investments, Ltd.
(“GP”), a leading private equity and alternative investment firm,
and its controlled company Spice Private Equity Ltd. (“Spice”), a
Swiss investment company focused on private equity investments,
today announced a merger agreement under which an affiliate of
Spice will acquire the Company for a total enterprise value of
approximately $100 million. The transaction proceeds will be funded
by Spice, along with certain third party financing sources.
Under the terms of the merger agreement, BBRG’s
shareholders will receive $4.05 per share in cash. The purchase
price represents a premium of approximately 37% over the volume
weighted average price of the Company’s shares for the 90-day
period immediately preceding the date of the agreement. BBRG will
report annual sales in excess of $400 million for the year ended
December 31, 2017, and owns and operates 110 locations in 32 states
across the country.
The merger agreement has been unanimously
approved by BBRG’s Board of Directors. The transaction is subject
to shareholder approval and other customary closing conditions and
is expected to be completed by the end of the second quarter of
2018.
“Our Board of Directors, in consultation with
our outside advisors, has evaluated all options available to BBRG,
and we are confident that this transaction maximizes value for our
shareholders,” said Alton F. (“Rick”) Doody III, Chairman of the
Board of BBRG, “GP has a distinguished track record of being an
active and valuable partner to its invested companies through its
operationally-oriented approach, which we expect will greatly
enhance our ability to maximize the potential of our Bravo Brio
brands nationwide.”
“Bravo Brio has two best-in-class Italian
restaurant brands, an enduring culture, and a team committed to
delivering exceptional dining experiences to its guests. We are
pleased to be partnering with the Company and its leadership to
build an even stronger foundation for value creation and profitable
growth,” said Antonio Bonchristiano, Chief Executive Officer of GP
Investments, Ltd. “As a private entity, we will have greater
flexibility to take a long-term view as we invest in Bravo Brio’s
future growth and expansion, which will drive rewards for the
Company and our investors.”
Upon closing of the transaction, BBRG will
continue to be operated as an independent company and remain based
in Columbus, Ohio.
Dechert LLP served as legal advisor and Piper
Jaffray & Co. served as financial advisor to BBRG. Paul, Weiss,
Rifkind, Wharton & Garrison LLP served as legal advisor to
GP.
About GP Investments, Ltd.
GP Investments is a leading alternative
investment firm. Since its founding in 1993, GP Investments has
raised $5 billion from investors worldwide and has completed
investments in more than 50 companies and has executed over 20
equity capital market transactions. GP Investments has a consistent
and disciplined investment strategy targeting established companies
that have the potential to grow and be more efficient and
profitable by becoming leaders in their industries. Since 2006, GP
Investments has been listed on the Brazilian Stock Exchange (B3
S.A. – Brasil, Bolsa, Balcão) under the ticker symbol GPIV33 and on
the Luxembourg Stock Exchange. The firm currently has offices
in São Paulo, New York, London and Bermuda. For more information,
visit www.gp-investments.com.
About Spice Private Equity
Ltd.
Spice Private Equity Ltd. is a Swiss investment
company focused on private equity investments. Spice Private Equity
Ltd. has over a decade of operating history and is managed by GP
Advisors, a subsidiary of GP. The company is listed on the SIX
Swiss Exchange under the ticker symbol SPCE. For more information,
visit www.spice-private-equity.com.
About Bravo Brio Restaurant Group,
Inc.
Bravo Brio Restaurant Group, Inc. is a leading
owner and operator of two distinct Italian restaurant brands,
BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG has positioned
its brands as multifaceted culinary destinations that deliver the
ambiance, design elements and food quality reminiscent of fine
dining restaurants at a value typically offered by casual dining
establishments, a combination known as the upscale affordable
dining segment. Each of BBRG's brands provides its guests with a
fine dining experience and value by serving affordable cuisine
prepared using fresh flavorful ingredients and authentic Italian
cooking methods, combined with attentive service in an attractive,
lively atmosphere. BBRG strives to be the best Italian restaurant
company in America and is focused on providing its guests an
excellent dining experience through consistency of execution.
Additional Information and Where to Find It
In connection with the proposed transaction, the
Company intends to file a preliminary proxy statement on Schedule
14A with the SEC. COMPANY SHAREHOLDERS ARE URGED TO
READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS, INCLUDING ANY DEFINITIVE PROXY STATEMENT, FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The definitive proxy
statement will be mailed to shareholders of the Company. Investors
and security holders will be able to obtain the documents (when
they become available) free of charge at the SEC’s website,
http://www.sec.gov. In addition, shareholders may obtain free
copies of the documents (when they become available) at the
Company’s website, www.bbrg.com, under the heading “Investors.”
Participants in the Solicitation
The Company and its directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of the Company in connection with the proposed merger.
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the proposed merger
will be included in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain matters discussed in this report are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are made based on known events and circumstances at the
time of release, and as such, are subject to uncertainty and
changes in circumstances. These statements may be identified from
the use of forward-looking terminology such as “anticipates,”
“believes,” “may,” “should,” “could,” “potential,” “continues,”
“plans,” “forecasts,” “estimates,” “projects,” “predicts,” “would,”
“intends,” “anticipates,” “expects,” “targets,” “is likely,”
“will,” or the negative of these terms and similar expressions, and
include all statements regarding future performance, earnings
projections, events or developments. There is no assurance that the
acquisition of the Company by Spice will be consummated and there
are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements
made herein. The risks and uncertainties in connection with such
forward-looking statements related to the proposed transaction
include, but are not limited to, the occurrence of any event,
change or other circumstances that could delay the closing of the
proposed transaction; the possibility
of non-consummation of the proposed transaction and
termination of the merger agreement; the ability and timing to
obtain the approval of the Company’s shareholders and to satisfy
other closing conditions to the merger agreement; the risk that
shareholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification and
liability; adverse effects on the Company’s common shares because
of the failure to complete the proposed transaction; the Company’s
or Spice’s respective businesses experiencing disruptions from
ongoing business operations due to transaction-related uncertainty
or other factors making it more difficult than expected to maintain
relationships with employees, business partners or governmental
entities, both before and following consummation of the
transaction; significant transaction costs which have been and may
continue to be incurred related to the proposed transaction; and
other risks and uncertainties described in the Company’s filings
with the SEC. The Company, Spice and GP caution readers not to
place undue reliance on any forward-looking statements. These
forward-looking statements represent the Company’s, Spice's and
GP’s judgment as of the date of this report, and the Company, Spice
and GP undertake no obligation to update or revise them unless
otherwise required by law.
Contacts for BBRG:Investor
RelationsRaphael Gross / Dara Dierks(203) 682-8253 / (646)
277-1212
Media RelationsJake F. Malcynsky(203) 682-8375
Contacts for GP Investments:Investor
RelationsJoel La Banca Neto+55 11 3556-5505
Media RelationsBrooke Flohr(646) 805-2823
Contact for Spice:Investor & Media
RelationsRodrigo Boscolo+41 41 710 70 60
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