Chanticleer Holdings Announces Record Date for Spin-Off of Restaurant Operations
March 16 2020 - 06:40PM
Chanticleer Holdings, Inc. (NASDAQ:
BURG)
(“Chanticleer” or the “Company”), owner, operator, and franchisor
of multiple nationally recognized restaurant brands, today
announced the record date for the spin-off of its restaurant
business, in connection with the proposed merger with Sonnet
BioTherapeutics, Inc.
The record date has now been established as March 26, 2020.
The share distribution date is expected to be on March 30,
2020. All shareholders of record at the close of business
on March 26, 2020 shall be eligible to receive shares of
the spin-off on a pro-rata basis. The spin-off ratio is yet to
be determined.
Additional Information about the Proposed Merger and
Where to Find It
In connection with the proposed merger between Sonnet and
Chanticleer Holdings, Inc. (“Chanticleer”), Chanticleer has filed
relevant materials with the Securities and Exchange Commission, or
the SEC, including a registration statement on Form S-4 that has
been filed and contained a proxy statement/prospectus/information
statement, and which registration statement was declared effective
on February 11, 2020. A definitive proxy
statement/prospectus/information statement was filed on February
11, 2020 and was mailed to stockholders on February 14, 2020.
INVESTORS AND SECURITY HOLDERS OF CHANTICLEER AND SONNET ARE URGED
TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CHANTICLEER, SONNET AND
THE PROPOSED MERGER. The proxy statement, prospectus and other
relevant materials (when they become available), and any other
documents filed by Chanticleer with the SEC, may be obtained free
of charge at the SEC website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Chanticleer by directing a written request to:
Chanticleer Holdings, c/o Michael D. Pruitt, Chief Executive
Officer, 7621 Little Avenue, Suite 414, Charlotte, NC 28226.
Investors and security holders are urged to read the proxy
statement, prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed merger.
This report shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Chanticleer and its directors and executive officers and Sonnet
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Chanticleer in connection with the proposed transaction under
the rules of the SEC. Information about the directors and executive
officers of Chanticleer and their ownership of shares of
Chanticleer’s Common Stock is set forth in its Annual Report on
Form 10-K for the year ended December 31, 2018, which was filed
with the SEC on April 1, 2019, and in subsequent documents filed
with the SEC, including the proxy statement/prospectus referred to
above. Additional information regarding the persons who may be
deemed participants in the proxy solicitations and a description of
their direct and indirect interests in the proposed merger, by
security holdings or otherwise, will also be included in the joint
prospectus/proxy statement and other relevant materials to be filed
with the SEC when they become available. These documents are
available free of charge at the SEC web site (www.sec.gov) and from
the Chief Executive Officer at Chanticleer at the address described
above.
Forward-Looking Statements
This report contains forward-looking statements based upon
Chanticleer’s and Sonnet’s current expectations. This communication
contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Chanticleer and
Sonnet generally identify forward-looking statements by terminology
such as “may,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other similar words. These
statements are only predictions. Chanticleer and Sonnet have based
these forward-looking statements largely on their then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of Chanticleer’s and Sonnet’s control.
Chanticleer’s and Sonnet’s actual results could differ materially
from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks
associated with Chanticleer’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction,
including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Merger Agreement; (iii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
(iv) unanticipated difficulties or expenditures relating to the
proposed merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction;
and (v) those risks detailed in Chanticleer’s most recent Annual
Report on Form 10-K and subsequent reports filed with the SEC, as
well as other documents that may be filed by Chanticleer from time
to time with the SEC. Accordingly, you should not rely upon
forward-looking statements as predictions of future events. Neither
Chanticleer nor Sonnet can assure you that the events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results could differ materially from
those projected in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. Except
as required by applicable law or regulation, Chanticleer and Sonnet
undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events.
About Chanticleer Holdings, Inc.
Headquartered in Charlotte, NC, Chanticleer Holdings owns,
operates, and franchises fast, casual, and full-service restaurant
brands, including American Burger Company, BGR – Burgers Grilled
Right, Little Big Burger, Just Fresh, and Hooters. For more
information, please visit:
www.chanticleerholdings.com.
Contact Information:
Investor Relations Jason Assad 678-570-6791
Ja@chanticleerholdings.com
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