MTY Food Group Inc (TSX: MTY) has closed its acquisition of Papa Murphy’s Holdings Inc, a Vancouver, Washington-based franchisor and operator of the Take ‘n’ Bake pizza brand.
The deal, announced last month, was valued at $253.2 million, including debt.
As a result, Papa Murphy’s shares ceased trading today on the Nasdaq Stock Market.
MTY, a Montréal-based franchisor and operator of quick-service and casual dining restaurants, previously said the acquisition will support its growth in the U.S. market.
Papa Murphy’s was backed by U.S. private equity firm Lee Equity Partners, which took the company public in 2014.
MTY Food Group Inc. Successfully Completes Acquisition of Papa Murphy’s Holdings, Inc.
MONTREAL, May 23, 2019 (GLOBE NEWSWIRE) — MTY Food Group Inc. (“MTY”) (TSX:MTY) is pleased to announce that it has completed the acquisition of Papa Murphy’s Holdings, Inc. (“Papa Murphy’s”) (NASDAQ:FRSH) through the consummation of a merger of its wholly-owned subsidiary, MTY Columbia Merger Sub, Inc. (“Merger Sub”), with and into Papa Murphy’s without a vote of the Papa Murphy’s stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. In the merger, each share of Papa Murphy’s common stock outstanding immediately prior to the effective time of the merger (other than any shares held in the treasury of Papa Murphy’s, owned by Merger Sub or held by any Papa Murphy’s stockholder who has validly exercised its appraisal rights under the General Corporation Law of the State of Delaware) has been converted into the right to receive US$6.45 per share, net to the seller in cash, without interest and subject to any tax withholdings. As a result of the merger, Papa Murphy’s became an indirect wholly-owned subsidiary of MTY. Papa Murphy’s support center will continue to be located and operated in Vancouver, Washington.
As a result of the acquisition, shares of common stock of Papa Murphy’s ceased trading prior to the open of the market on May 23, 2019 and will no longer be listed on the Nasdaq Stock Market.
National Bank Financial Inc. acted as exclusive financial advisor to MTY and Fasken Martineau DuMoulin LLP and Morrison & Foerster LLP acted as its legal advisors. North Point Advisors LLC acted as exclusive financial advisor to Papa Murphy’s and Perkins Coie LLP acted as its legal advisor.
About MTY Food Group
MTY Food Group franchises and operates quick-service and casual dining restaurants under approximately 75 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 35 years, it has been increasing its presence by delivering new concepts in quick-service restaurants 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 Food Group now touch the lives of millions of people every year. With approximately 7,400 locations, the many flavours of the MTY Food Group 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 Pierre Boucher or Jennifer McCaughey, MaisonBrison, at 1-514-731-0000 or by email at firstname.lastname@example.org or email@example.com or visit our website, https://mtygroup.com or SEDAR’s website at www.sedar.com under MTY’s name.
About Papa Murphy’s Holdings
Papa Murphy’s Holdings, Inc. is a franchisor and operator of the largest Take ‘n’ Bake pizza brand in the United States, selling hand-crafted, fresh pizzas for customers to bake at home. Papa Murphy’s was founded in 1981 and currently operates over 1,400 franchised and corporate-owned stores in 37 U.S. states, Canada, and the United Arab Emirates. Papa Murphy’s core purpose is to help anyone with an oven and 15 minutes serve a scratch-made meal. In addition to fresh pizzas, Papa Murphy’s offers hand-crafted salads, sides and desserts to complete the meal. Order online today at www.papamurphys.com for easy pick up everywhere, and find Papa Murphy’s on your favorite delivery apps in select markets.
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