CINCINNATI, Aug. 10, 2015 /PRNewswire/ -- Frisch's
Restaurants, Inc.(NYSE MKT: FRS) today announced that it had
distributed proxy materials and a notice of a Special Shareholders'
Meeting to all of its shareholders. The Special Shareholders'
Meeting is scheduled for August 24,
2015. The purpose of the shareholder meeting is to obtain
the shareholders' approval of a merger transaction that would pay
each shareholder $34.00 per share of
common stock owned.
The planned transaction was previously announced on May 22, 2015 when Frisch's Restaurants, Inc.
("Frisch's") entered into an Agreement and Plan of Merger (the
"Merger Agreement") to be acquired by an affiliate of NRD Partners
I, L.P., a newly-formed private equity fund. Frisch's Board
of Directors has unanimously recommended that Frisch's
shareholders' approve the proposed transaction.
"The transaction is a great opportunity for the Company, its
current shareholders and employees. The price being offered
represents the results of an earnest and thoughtful negotiation
process," said Craig Maier, Frisch's
Chief Executive Officer. "The Company has been guided by three
generations of my family and by the contributions of our dedicated
employees," he added. Mr. Maier will retire when the transaction is
closed.
The Company has retained MacKenzie Partners, Inc. as proxy
solicitor to assist it in connection with its upcoming Special
Shareholders' Meeting. Shareholders who have questions about the
merger, who need additional copies of the Company's proxy
materials, or need assistance in voting their shares are encouraged
to contact MacKenzie Partners by email at
proxy@mackenziepartners.com or by phone at 800-322-2885 or at
212-929-5500.
A copy of the proxy materials filed with the U.S. Securities and
Exchange Commission can be accessed online at www.sec.gov and can
be viewed in their entirety on the Company's website at
http://www.frischs.com/investor_relations/investor_relations.aspx?cat=6.
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 2, 2014, filed with
the Securities and Exchange Commission on August 7, 2004, 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/frischs-restaurants-inc-distributes-proxy-materials-for-shareholder-approval-of-3400-per-share-offer-from-private-equity-fund-300126343.html
SOURCE Frisch's Restaurants, Inc.