Worldwide Restaurant Concepts, Inc. Signs Definitive Merger Agreement With Affiliates of Pacific Equity Partners Pty Limited
29 Avril 2005 - 1:00PM
PR Newswire (US)
Worldwide Restaurant Concepts, Inc. Signs Definitive Merger
Agreement With Affiliates of Pacific Equity Partners Pty Limited
SHERMAN OAKS, Calif., April 29 /PRNewswire-FirstCall/ -- Worldwide
Restaurant Concepts, Inc. (NYSE:SZ) announced today that it has
entered into a definitive merger agreement with affiliates of
leading Australasian private equity firm, Pacific Equity Partners,
pursuant to which the affiliates of Pacific Equity Partners will
acquire all outstanding capital stock of Worldwide Restaurant
Concepts for a purchase price of $7.00 per share, based on the
merger consideration formula in the merger agreement using the
exchange rate of U.S. dollar to Australian dollar of 0.7806 on
April 28, 2005. The actual per share merger consideration will be
determined by the merger agreement formula using the U.S. dollar to
Australian dollar exchange rate one business day before the closing
date of the merger. The terms of the merger agreement provide that
the per share consideration will vary from a floor of $6.65 if the
U.S. dollar to Australian dollar exchange rate is 0.7339 or below
to a high of $7.25 if the exchange rate is 0.8140 or above. During
the past 120 days, the exchange rate of Australian dollars to the
U.S. dollar has varied from a low of 0.7553 to a high of 0.7984.
The merger agreement formula results in 83% of the exchange rate
fluctuation being reflected in the merger consideration, subject to
the minimum and maximum per share prices. A purchase price of $7.00
represents a 42% premium to the Worldwide Restaurant Concepts
closing price on April 28, 2005 of $4.92 and a 99% premium to the
closing price on December 7, 2004 of $3.52, the day prior to the
Company's announcement of the engagement of Houlihan, Lokey, Howard
and Zukin to explore strategic alternatives to increase shareholder
value. Upon completion of the transaction, the affiliates of
Pacific Equity Partners will own all of the outstanding capital
stock of Worldwide Restaurant Concepts and the stock of Worldwide
Restaurant Concepts will no longer be traded publicly. The
transaction is subject to the approval of WRC's stockholders, as
well as customary closing conditions, including receipt of
regulatory approvals and certain third party consents, including,
but not limited to, the approval by YUM! Brands, Inc. of the
transfer of franchise agreements for the Company's KFC(R) stores in
Australia, and receipt by Pacific Equity Partners of equity and
debt financing required to complete the transaction. The
transaction is expected to be completed in the third calendar
quarter of 2005. "After reviewing all our options, we believe that
this merger not only offers the greatest value to our shareholders,
but also provides a corporate structure that will allow our brands
to achieve their full potential," commented Chuck Boppell, CEO of
Worldwide Restaurant Concepts. "Worldwide Restaurant Concepts has a
great portfolio of brands and an excellent track record as a
restaurant operator. We are excited about working with the
management team to further develop the business," said Rob Koczkar,
Managing Director of Pacific Equity Partners. Pacific Equity
Partners are being advised by UBS AG. In connection with the
proposed merger, Worldwide Restaurant Concepts will file a proxy
statement with the Securities and Exchange Commission and will mail
the proxy statement to its stockholders. Stockholders and investors
are urged to read the proxy statement regarding the proposed merger
when it becomes available because it will contain important
information. Stockholders and investors may obtain a free copy of
the proxy statement (when available) and other related documents
filed by Worldwide Restaurant Concepts with the SEC at their
website at http://www.sec.gov/. The proxy statement (when
available) and the other documents may also be obtained for free by
accessing Worldwide Restaurant Concept's website at
http://www.wrconcepts.com/. Worldwide Restaurant Concepts, Pacific
Equity Partners and their respective officers and directors may be
deemed to be participants in the solicitation of proxies with
respect to the transactions contemplated by the merger agreement.
Information about the participants in the solicitation will be set
forth in the proxy statement to be filed with the SEC. About
Worldwide Restaurant Concepts Worldwide Restaurant Concepts, Inc.
operates, franchises or joint ventures 306 Sizzler(R) restaurants
worldwide, 112 KFC(R) restaurants located primarily in Queensland,
Australia, and 22 Pat & Oscar's(R) restaurants. Worldwide
Restaurant Concepts reported revenues of $347.2 million (over 70%
of which was generated in Australia) for its fiscal year ended
April 30, 2004, and earnings of $4.0 million, or $0.09 per diluted
share. Additional information about the Company can be found at
http://www.wrconcepts.com/. About Pacific Equity Partners Pacific
Equity Partners is a leading Australasian private equity firm
focusing on buyouts and late stage expansion capital. The firm has
been actively investing since 1998 and currently has over A$700
million of equity funds under management. Pacific Equity Partners
works with management teams, providing experience and capital
resources to grow value in a range of business situations.
Additional information about Pacific Equity Partners can be found
at http://www.pep.com.au/. Forward-Looking Statements This press
release contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, particularly statements related to enhancing
stockholder value through a possible sale of the Company or other
alternatives. These statements relate to expectations about future
events or results and are based upon information available to the
Company as of today's date. They also involve certain risks and
uncertainties regarding the Company's business and operations and
the restaurant industry. These forward-looking statements are not
guarantees of the future performance of the Company and actual
events or results may vary materially from the events and results
discussed in this press release or in any other forward-looking
statements made by or on behalf of the Company. The Company
cautions that these forward-looking statements are qualified
further by other important factors, including, but not limited to,
the outcome and effects of the Company's exploration of strategic
alternatives and the risks and cautionary statements set forth in
the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 2004 and its other filings with the Securities and
Exchange Commission. The Company disclaims any obligation to update
or revise any of the forward-looking statements contained herein to
reflect future events or developments. AT THE COMPANY: Keith Wall
Liz Baskerville Vice President and CFO Director, Planning (818)
662-9800 (818) 662-9800 AT FINANCIAL RELATIONS BOARD: Laurie Berman
Tricia Ross General Information Investor/Analyst Contact (310)
854-8315 (617) 520-7064 DATASOURCE: Worldwide Restaurant Concepts,
Inc. CONTACT: Keith Wall, Vice President and CFO, or Liz
Baskerville, Director, Planning, both of Worldwide Restaurant
Concepts, Inc., +1-818-662-9800; or General Information, Laurie
Berman, +1-310-854-8315, or Investor/Analyst Contact, Tricia Ross,
+1-617-520-7064, both of Financial Relations Board, for Worldwide
Restaurant Concepts, Inc. Web site: http://www.pep.com.au/ Web
site: http://www.wrconcepts.com/
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