Acquisition by Authentic Restaurant Brands
Expected to Close in the Fourth Quarter of 2023
Fiesta Restaurant Group, Inc. ("Fiesta" or the "Company")
(NASDAQ: FRGI), parent company of the Pollo Tropical® restaurant
brand, today announced the expiration of the 30-day “go-shop”
period under the terms of the previously announced merger agreement
pursuant to which Authentic Restaurant Brands (“ARB”), a portfolio
company of Garnett Station Partners, LLC (“Garnett Station” or
“GSP”), will acquire Fiesta in an all-cash transaction. The
“go-shop” period expired at 12:01 a.m. Eastern Time on September 5,
2023.
Pursuant to the merger agreement, Fiesta’s Board of Directors,
with the assistance of its financial advisors, actively solicited
alternative acquisition proposals from potentially interested third
parties. None of the third parties contacted by Fiesta or its
financial advisors provided an alternative acquisition proposal by
the go-shop deadline.
As previously announced, ARB has agreed to acquire Fiesta for
$8.50 per share. The transaction is expected to be completed in the
fourth quarter of 2023 and is subject to approval by Fiesta's
stockholders and expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
About Fiesta Restaurant Group, Inc. Fiesta Restaurant
Group, Inc., owns, operates and franchises for the Pollo Tropical
restaurant brand. The brand specializes in the operation of fast
casual/quick service restaurants that offer distinct and unique
flavors with broad appeal at a compelling value. The brands feature
fresh-made cooking, drive-thru service, and catering. For more
information about Fiesta Restaurant Group, Inc., visit
www.frgi.com.
About Authentic Restaurant Brands Authentic Restaurant
Brands is a holding company of powerhouse, regional food and
beverage brands with extraordinary customer brand loyalty and rich,
authentic stories. Established in 2021, ARB is a Garnett Station
portfolio company currently comprised of three market-leading,
iconic brands each with over 25-year operating histories including
Primanti Bros Restaurant & Bar based in Pennsylvania, West
Virginia, Ohio, and Maryland, P.J. Whelihan's Pub & Restaurant
based in the Greater Delaware Valley including Philadelphia and
South Jersey and Mambo Seafood based in Houston, Texas.
ARB is strongly committed to growing each of our brands by
leveraging their respective foundations, while sharing best
practices across our portfolio under our common ownership. For more
information, please visit www.authenticrb.com.
About Garnett Station Partners Garnett Station Partners
is a principal investment firm founded in 2013 by Matt Perelman and
Alex Sloane that manages over $2 billion of assets. Garnett Station
partners with experienced and entrepreneurial management teams and
strategic investors to build value for its portfolio of growth
platforms. The firm draws on its global relationships, operational
experience and rigorous diligence process to source, underwrite and
manage investments. Core sectors include consumer and business
services, health & wellness, automotive, and food &
beverage. Garnett Station's culture is based on the principles of
entrepreneurship, collaboration, analytical rigor and
accountability. For more information, please visit
www.garnettstation.com.
Forward Looking Statements Certain statements contained
in this news release and in our public disclosures, whether
written, oral or otherwise made, relating to future events or
future performance, including any discussion, express or implied,
regarding anticipated Pollo Tropical growth, plans, objectives and
the impact of our initiatives, and our investments in strategic
initiatives for Pollo Tropical, such as improved customer
experience initiatives, investments in our digital and related
platforms and new unit expansion, contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These statements are often identified by the
words "may," "might," "believes," "thinks," "anticipates," "plans,"
"positioned," "target," "continue," "expects," "look to," "intends"
and other similar expressions, whether in the negative or the
affirmative, that are not statements of historical fact. These
forward-looking statements are not guarantees of future performance
and involve certain risks, uncertainties, and assumptions that are
difficult to predict, and you should not place undue reliance on
our forward-looking statements. Our actual results and timing of
certain events could differ materially from those anticipated in
these forward-looking statements as a result of certain factors,
including, but not limited to, those discussed from time to time in
our reports filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K, our quarterly reports on
Form 10-Q and other documents, filed or to be filed with the
Securities and Exchange Commission (the “SEC”). Additional factors
that may cause actual results to differ materially from any
forward-looking statements regarding the pending acquisition of
Fiesta (“proposed transaction”) include, but are not limited to:
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or the failure
to satisfy the closing conditions, the possibility that the
consummation of the proposed transaction is delayed or does not
occur, including the failure of Fiesta's stockholders to approve
the proposed transaction, uncertainty as to whether the parties
will be able to complete the proposed transaction on the terms set
forth in the merger agreement, uncertainty regarding the timing of
the receipt of required regulatory approvals for the proposed
transaction and the possibility that the parties may be required to
accept conditions that could reduce or eliminate the anticipated
benefits of the proposed transaction as a condition to obtaining
regulatory approvals or that the required regulatory approvals
might not be obtained at all, the outcome of any legal proceedings
that have been or may be instituted against the parties or others
following announcement of the transactions contemplated by the
merger agreement, challenges, disruptions and costs of integrating
and achieving anticipated synergies, or that such synergies will
take longer to realize than expected, risks that the proposed
transaction and other transactions contemplated by the merger
agreement disrupt current plans and operations that may harm
Fiesta's businesses, the amount of any costs, fees, expenses,
impairments and charges related to the proposed transaction, and
uncertainty as to the effects of the announcement or pendency of
the proposed transaction on the market price of Fiesta's common
stock and/or on its financial performance. All forward-looking
statements and the internal projections and beliefs upon which we
base our expectations included in this release are made only as of
the date of this release and may change. While we may elect to
update forward-looking statements at some point in the future, we
expressly disclaim any obligation to update any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
Additional Information and Where to Find It Fiesta
intends to file with the SEC a preliminary proxy statement, an
accompanying white proxy card and other relevant documents in
connection with the proposed transaction. Once the SEC completes
its review of the preliminary proxy statement, a definitive proxy
statement and accompanying white proxy card will be filed with the
SEC and mailed to the stockholders of Fiesta. Fiesta also plans to
furnish or file other materials with the SEC regarding the proposed
transaction. This communication is not intended to be, and is not,
a substitute for the proxy statement (together with any amendments
or supplements thereto) or any other document that Fiesta may file
with the SEC in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, FIESTA'S STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
The proxy statement (in both preliminary and definitive form),
any amendments or supplements thereto, and any other relevant
documents (when they become available) filed by Fiesta with the
SEC, may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, security holders will be able to obtain
free copies of the proxy statement from Fiesta by going to Fiesta's
Investor Relations page on its corporate website at
www.frgi.com.
Participants in the Solicitation This communication does
not constitute a solicitation of proxy, an offer to purchase or a
solicitation of an offer to sell any securities. Fiesta and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Fiesta in
connection with the proposed transaction. Information regarding the
interests of these directors and executive officers in the
transaction will be included in the proxy statement (in both
preliminary and definitive form) described above. Additional
information regarding the directors and executive officers of
Fiesta is included in Fiesta’s proxy statement for its 2023 Annual
Meeting, which was filed with the SEC on March 30, 2023, and is
supplemented by other public filings made, and to be made, with the
SEC by Fiesta. To the extent the holdings of Fiesta securities by
Fiesta’s directors and executive officers have changed since the
amounts set forth in the proxy statement for its 2023 Annual
Meeting, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. These
documents are available free of charge at the SEC’s website at
www.sec.gov and at the Investor Relations page on Fiesta's
corporate website at www.frgi.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230906288663/en/
Raphael Gross 203-682-8253 investors@frgi.com
Joele Frank, Wilkinson Brimmer Katcher Matthew Sherman / Aaron
Palash / Nick Jannuzzi 212-355-4449
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