Brazil Fast Food CEO Ricardo Figueiredo Bomeny enters bid to acquire company for US$15.50/share, take company private; merger expected to close in Q4, requires approval of majority of non-controlling stockholders who vote on merger agreement
RIO DE JANEIRO
September 27, 2013
– Brazil Fast Food Corp. (OTC Markets:BOBS) (the “Company”), the second largest fast-food restaurant chain in Brazil with 1,057 points of sale, today announced its entry into a definitive merger agreement pursuant to which Ricardo Figueiredo Bomeny, its CEO, and certain other shareholders (collectively, the ”Investor Group”) representing approximately 74% of the Company’s outstanding shares, propose to acquire all outstanding shares of the Company at a price of US$15.50 in cash per share, or a total equity value of approximately US$32,556,045.
Under the terms of the merger agreement, Company stockholders would receive US$15.50 in cash for each outstanding share of Company common stock they own.
The merger, which is expected to close during the fourth quarter of 2013, requires the approval of the majority of the non-controlling stockholders who vote on the merger agreement.
The transaction is not contingent on any financing.
The transaction is subject to other customary conditions, in addition to the stockholder approval described above. If the Company terminates the merger agreement because the Company’s Board of Directors authorizes entering into an Alternative Acquisition Agreement (as defined in the merger agreement), or if the Investor Group terminates the merger agreement because the Company’s Board of Directors changes its recommendation of the Investor Group’s offer, the Company must pay the Investor Group a US$1 million termination fee.
The Company’s Board of Directors acting on the recommendation of a Special Committee of independent directors unanimously approved a merger agreement under which the Investor Group would acquire the Company and take it private subject to a number of conditions, including a vote of the unaffiliated stockholders.
The Special Committee retained independent financial advisor Duff & Phelps and legal advisor Baker & McKenzie to advise it. The Investor Group retained financial advisor A:10 Investimentos and legal advisor Linklaters LLP to advise it.
Gustavo Alberto Villela Filho, who was a member of the Special Committee, said, “The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best outcome for shareholders.”
Ricardo Bomeny, CEO of the Company and part of the Investor Group, said, “I believe this transaction offers an exciting opportunity for Brazil Fast Food Corp. and its shareholders by delivering immediate value to those shareholders while allowing us to focus on long-term strategy and goals as a private company.”
In connection with the transaction, the Company will send to its stockholders a proxy statement and other documents, including a form of proxy card. The proxy statement and a form of proxy will be mailed to the Company’s stockholders. Stockholders are urged to read the proxy statement and any other documents sent to them carefully because they will contain important information about the transaction. Stockholders will be able to obtain a free copy of the proxy statement at the Company’s website of www.bffc.com.br, and upon request to the Company.
About Brazil Fast Food Corp.
Brazil Fast Food Corp., through its holding company in Brazil, BFFC do Brasil Participações Ltda. (“BFFC do Brasil”, formerly 22N Participações Ltda.), and its subsidiaries, manage one of the largest food service groups in Brazil and franchise units in Angola and Chile. Operating under (i) the Bob’s brand, (ii) the Yoggi brand, (iii) KFC and Pizza Hut São Paulo, as franchisee of Yum! Brands Brazil, and (iv) Doggis, as master franchisee of Gastronomia & Negócios S.A. (former Grupo de Empresas Doggis S.A.), our subsidiaries are Venbo Comércio de Alimentos Ltda. (“Venbo”), LM Comércio de Alimentos Ltda. (“LM”), PCN Comércio de Alimentos Ltda. (“PCN”), CFK Comércio de Alimentos Ltda. (“CFK”, former Clematis Indústria e Comércio de Alimentos e Participações Ltda.), CFK São Paulo Comércio de Alimentos Ltda. (“CFK SP”), MPSC Comércio de Alimentos Ltda. (“MPSC”), FCK Comércio de Alimentos Ltda. (“FCK”, former Suprilog Logística Ltda.), DGS Comércio de Alimentos Ltda. (“DGS”), Yoggi do Brasil Ltda. (“Yoggi”), Schott Comércio de Alimentos Ltda. (“Schott”), Little Boss Comércio de Alimentos Ltda. (“Little Boss”), CLFL Comércio de Alimentos Ltda. (“CLFL”) and Internacional Restaurantes do Brasil S.A. (“IRB”). IRB has 40% of its capital held by Mascali Participações Ltda., another Brazilian limited liability company, whose main partner is the CEO of IRB.
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