MONTREAL, Sept. 27,
2022 /CNW Telbec/ - MTY Food Group Inc. ("MTY") (TSX:
MTY) is pleased to announce that it has completed the acquisition
of BBQ Holdings, Inc. ("BBQ Holdings") (NASDAQ: BBQ) through the
consummation of a merger of its wholly-owned subsidiary,Grill
Merger Sub, Inc. ("Merger Sub"), with and into BBQ Holdings without
a vote of the BBQ Holdings stockholders in accordance with Section
302A.613(4) of the Minnesota Business Corporation Act (the "MBCA").
In the merger, each share of BBQ Holdings' common stock outstanding
immediately prior to the effective time of the merger (other than
any shares held in the treasury of BBQ Holdings, owned by MTY or
any of its respective subsidiaries or held by any BBQ Holdings'
shareholder who has validly exercised its dissenter's rights under
the MBCA) has been converted into the right to receive US
$17.25 per share, net to the seller
in cash, without interest and subject to any tax withholdings. As a
result of the merger, BBQ Holdings became an indirect wholly-owned
subsidiary of MTY.BBQ Holdings' support center will continue to be
located and operated in Minnetonka,
Minnesota.
As a result of the acquisition, shares of common stock of BBQ
Holdings ceased trading prior to the open of the market on
September 28, 2022 and will no longer
be listed on the Nasdaq Stock Market.
National Bank Financial Inc. acted as sole financial advisor to
MTY and Morrison & Foerster LLP acted as its legal advisor.
Kroll, LLC acted as financial advisor to BBQ Holdings and Dentons
Sirote PC and Lathrop GPM LLP acted as BBQ Holdings' legal
advisors.
About MTY
MTY franchises and operates quick-service and casual dining
restaurants under over 80 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 40 years, it has been increasing its presence by
delivering new restaurant concepts 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 now touch the lives of millions of people
every year. With over 6,900 locations in operation, the many brands
of MTY 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 Eric Lefebvre, Chief
Executive Officer at 1-514-336-8885 or by email at
ir@mtygroup.com or visit our website, https://mtygroup.com or
SEDAR's website at www.sedar.com under MTY's name.
About BBQ Holdings
BBQ Holdings, Inc. (NASDAQ: BBQ) is an international restaurant
company engaged in the business of franchising, and operating
casual and fast casual dining restaurants. BBQ Holdings has
multiple brands with over 100 Company-owned locations and over 200
franchised locations, including ghost kitchens operating out of the
kitchen of another restaurant location or shared kitchen space.
While BBQ Holdings continues to diversify its ownership in the
restaurant community, it was founded with the principle of
combining the "art and science" of barbecue to serve up the very
best of the best to barbecue lovers everywhere. Along with a wide
variety of BBQ favorites, BBQ Holdings also operates Granite City
Food and Brewery restaurants which offer award winning craft beer
and a made-from-scratch, chef driven menu featuring contemporary
American cuisine. Village Inn and Bakers Square add a legendary
family dining element to BBQ Holdings specializing in breakfast and
pies. Tahoe Joe's is known for their
steaks and chops cooked over an open wood pellet broiler. Recently
acquired Barrio Queen adds authentic Mexican cuisine, and the
Famous Craft Concepts brands adds bar-centric restaurants to
further diversify the BBQ Holdings portfolio.
For more information about BBQ Holdings or the transaction,
please contact InvestorRelations@bbq-holdings.com or visit our
website, https://ir.bbqholdco.com/ or the SEC website at
www.sec.gov under the BBQ Holdings name.
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, BBQ Holdings 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 BBQ Holdings'
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 BBQ Holdings,
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, 2021 under "Risk and Uncertainties"
and in BBQ Holdings' public filings with the SEC, available at
ww.sec.gov, including under those discussed under "Risk Factors" in
BBQ Holdings most recent annual report on Form 10-K for
the fiscal year ended January 2,
2022.
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 BBQ Holdings assumes
any obligation to update or revise forward-looking information to
reflect new events or circumstances.
SOURCE MTY Food Group Inc.