MONTREAL, Sept. 26,
2022 /CNW/ - MTY Food Group Inc. (TSX: MTY) ("MTY")
today announced the successful completion of its previously
announced tender offer for all of the outstanding shares of common
stock of BBQ Holdings, Inc. (NASDAQ: BBQ) ("BBQ Holdings"), at a
per share price of $17.25 USD in
cash, without interest and less any applicable withholding taxes.
The tender offer was effected by Grill Merger Sub, Inc. ("Merger
Sub"), a wholly owned subsidiary of MTY.
The depositary for the tender offer has advised MTY that, as of
the expiration of the tender offer at one minute following
11:59 p.m. (12:00 midnight), Eastern
Time, on September 21, 2022,
9,724,637 shares of BBQ Holdings' common stock
(excluding shares with respect to which notices of guaranteed
delivery were delivered but which shares were not yet delivered)
had been validly tendered and not validly withdrawn, representing
approximately 91.94% of BBQ Holdings' outstanding shares of common
stock. All conditions to the tender offer were satisfied, and the
tender offer was not extended.
All shares of common stock that were validly tendered and not
validly withdrawn have been accepted for purchase and will be
promptly paid for by Merger Sub.
MTY expects to complete the acquisition of BBQ Holdings on
September 27, 2022 through a merger
of Merger Sub with and into BBQ Holdings, in accordance with
Section 302A.613(4) of the Minnesota Business Corporation Act (the
"MBCA"). Each remaining share of common stock of BBQ Holdings not
purchased in the tender offer (other than shares held in the
treasury of BBQ Holdings, any shares owned by MTY or any of its
respective subsidiaries and shares held by any BBQ Holdings'
shareholder who has validly exercised its dissenter's rights under
the MBCA) will be converted into the right to receive the same
$17.25 USD in cash, without interest
and less any applicable withholding taxes, that will be paid in the
tender offer. Upon completion of the merger, BBQ Holdings will
become an indirect wholly-owned subsidiary of MTY.
Following completion of the merger, shares of common stock of
BBQ Holdings will cease to be traded on NASDAQ and will no longer
be listed on NASDAQ.
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 restaurant new 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 MTY now touch the lives of millions of people every
year. Following the transaction, MTY will have 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 Office 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. is an international restaurant company
engaged in the business of franchising, and operating casual and
fast casual dining restaurants. As of August
8, 2022, 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 an 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.
SOURCE MTY Food Group Inc.