CINCINNATI, Aug. 24, 2015 /PRNewswire/ -- The
shareholders of Frisch's Restaurants, Inc. (NYSE MKT: FRS) met
today and approved a merger transaction with an affiliate of NRD
Partners I, L.P. ("NRD"). As part of the transaction, each
outstanding share of Frisch's stock will be converted into the
right to receive the $34.00 per share
merger consideration, valuing the acquisition at approximately
$174.5 million. Following
today's closing of the transaction, the Company's shares will no
longer trade on the NYSE MKT and will be formally delisted on
September 4, 2015.
"This is an exciting day for Frisch's and we are very pleased
that our stockholders, through the exercise of their vote, have
shown substantial support for the Board's decision to accept NRD's
offer," said Craig F. Maier,
Frisch's President and Chief Executive Officer.
Aziz Hashim, NRD's Chief
Executive Officer, said, "We are delighted to have the acquisition
finalized and we are looking forward to taking one of America's
most iconic and adored family restaurant brands into a very bright
future."
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.