CINCINNATI, May 22, 2015 /PRNewswire/ -- Frisch's
Restaurants, Inc. (NYSE MKT: FRS) and NRD Partners I, L.P., a
private equity fund, announced today an agreement pursuant to which
an affiliate of NRD Partners I, L.P. will acquire all of the
outstanding shares of Frisch's Restaurants, Inc. for $34.00 per share in cash, or approximately
$175 million. The transaction is
expected to close before the end of September.
The $34.00 per share cash
consideration represents a premium of approximately 21% as compared
to the closing price of the Company's common stock on May 21, 2015. Frisch's will retain the ability to
maintain its quarterly dividend policy until the close of the
transaction.
The Company's Board of Directors has determined that the
proposed transaction is in the best interest of the Company and its
current stockholders and has approved the transaction which is
subject to customary closing and receiving regulatory and
shareholder approvals. Following completion of the transaction,
Craig F. Maier, the Company's Chief
Executive Officer, and Karen F.
Maier, the Company's Vice President of Marketing, will
retire but will remain as franchisees of Frisch's.
"We are pleased to have reached an agreement that maximizes
value for our shareholders and ensures the iconic Frisch's
restaurants can continue to provide a full-service family dining
experience to our guests," said Craig
Maier, Frisch's Chief Executive Officer. "This is the
culmination of over two years of strategic planning and this is the
right transaction for the Company. Frisch's has been a family
operated business since my grandfather opened our first drive-in in
1939. On behalf of my entire family, I'd like to thank our
loyal customers for allowing us to serve them ever since."
"Frisch's restaurants are among the most classic and adored
family restaurants in the country," said Aziz Hashim, NRD Partners I, L.P.'s chief
executive officer. "We are excited to have an opportunity to
acquire and implement our franchise growth strategy with this
beloved brand."
Frisch's is being advised by Raymond
James & Associates, Inc., its financial advisor.
James R. Cummins and other members
of the firm of Cummins & Brown LLC, a Cincinnati-based law firm, are acting as legal
counsel to the Company in connection with the transaction. A copy
of the merger agreement will be filed with the U.S. Securities and
Exchange Commission and can be accessed on line at www.sec.gov.
About Frisch's Restaurants, Inc.
Frisch's is a regional company that operates full service
family-style restaurants under the name "Frisch's Big Boy."
All Frisch's Big Boy restaurants are currently located in various
regions of Ohio, Kentucky and Indiana. The Company owns the trademark
"Frisch's" and has exclusive, irrevocable ownership of the rights
to the "Big Boy" trademark, trade name and service marks in the
states of Kentucky and
Indiana, and in most of
Ohio and Tennessee. All of
the Frisch's Big Boy restaurants also offer "drive-thru"
service. The Company also licenses Big Boy
restaurants to other operators, currently in certain parts of
Ohio, Kentucky and Indiana.
About NRD Partners I, L.P.
NRD Partners I, L.P. (NRD) is a private equity fund founded by
Aziz Hashim to fill a commonly
perceived gap in franchise equity investing. NRD seeks to
acquire brands that offer superior products and compelling unit
economics and help them grow to their fullest potential through
NRD's expanding network of franchisee investors. For more
information, please visit www.nrdcapital.com
Cautionary Statement concerning Forward Looking Statements
Statements in this press release that are not descriptions of
historical facts may be "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. In some cases, these forward-looking statements
may be identified by the use of words such as "may", "will",
"expect", "plan", "anticipate", "believe", or "project", or the
negative of those words or other comparable words. Any
forward-looking statements included in this communication are made
as of the date hereof only, based on information available to
Frisch's Restaurants, Inc. as of the date hereof, and subject to
applicable law to the contrary. Frisch's Restaurants, Inc.
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Such forward-looking statements are subject to
a number of risks, assumptions and uncertainties that could cause
Frisch's Restaurants, Inc.'s actual results to differ materially
from those suggested by the projected information in such
forward-looking statements. Such risks and uncertainties
include, among others: any conditions imposed on the parties
in connection with the consummation of the merger transactions
described herein; adoption of the merger agreement by Frisch's
Restaurants, Inc.'s shareholders (or the failure to obtain such
adoption); the ability to obtain regulatory approvals of the merger
and the other transactions contemplated by the merger agreement on
the proposed terms and schedule; Frisch's Restaurants, Inc.'s
ability to maintain relationships with customers, employees or
suppliers following the announcement of the merger agreement and
the transactions contemplated thereby; the ability of third parties
to fulfill their obligations relating to the proposed transactions,
including providing financing under current financial market
conditions; the ability of the parties to satisfy the conditions to
closing of the proposed transactions; the risk that the merger and
the other transactions contemplated by the merger agreement may not
be completed in the time frame expected by the parties or at all;
and the risks that are described from time to time in Frisch's
Restaurants, Inc.'s reports filed with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for the fiscal
year ended June 3, 2014, filed with
the Securities and Exchange Commission on August 7, 2014, in other of Frisch's Restaurants,
Inc.'s filings with the Securities and Exchange Commission from
time to time, including Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, and on general industry and economic
conditions. Readers are cautioned not to place undue reliance
on the forward-looking statements.
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SOURCE Frisch's Restaurants, Inc.