Arby’s Restaurant Group, Inc. (“ARG”) and Buffalo Wild Wings,
Inc. (Nasdaq: BWLD) (“BWW”) today announced that the companies have
entered into a definitive merger agreement under which ARG will
acquire BWLD for $157 per share in cash, in a transaction valued at
approximately $2.9 billion, including BWW’s net debt. The
agreement, which has been unanimously approved by both companies’
Boards of Directors, represents a premium of approximately 38% to
BWW’s 30-day volume-weighted average stock price as of November 13,
2017, the latest trading day prior to news reports speculating
about a potential transaction.
Statement by Paul Brown, Chief Executive Officer of Arby’s
Restaurant Group, Inc.
"Buffalo Wild Wings is one of the most distinctive and
successful entertainment and casual dining restaurant companies in
America,” said Paul Brown, CEO of Arby’s Restaurant Group, Inc. “We
are excited to welcome a brand with such a rich heritage, led by an
exceptionally talented team. We look forward to leveraging the
combined strengths of both organizations into a truly
differentiated and transformative multi-brand restaurant
company.”
Statement by Sally Smith, Chief Executive Officer of Buffalo
Wild Wings, Inc.
“We are excited about this merger and confident Arby’s
represents an excellent partner for Buffalo Wild Wings,” said Sally
Smith, CEO of Buffalo Wild Wings. “This transaction provides
compelling value to our shareholders and is a testament to the hard
work and efforts of our talented Team Members and franchisees. We
are confident that the strength of our two industry-leading brands,
under the sponsorship of Roark Capital – an experienced restaurant
and food service investor – will enable us to capitalize on
significant growth opportunities in the years ahead.”
Transaction Details
The transaction is not subject to a financing condition and is
expected to close during the first quarter of 2018, subject to the
approval of BWW shareholders and the satisfaction of customary
closing conditions, including applicable regulatory approvals.
Following the close of the transaction, BWW will be a
privately-held subsidiary of Arby’s Restaurant Group, Inc. and will
continue to be operated as an independent brand. Paul Brown will
serve as Chief Executive Officer of the parent company.
Arby’s is majority owned by affiliates of Roark Capital Group
(Roark), an Atlanta based private equity firm that focuses on
investing in franchised and multi-unit businesses in the
restaurant, retail and other consumer sectors. Affiliates of Roark
are committing all of the equity that, together with the proceeds
of debt financing, will be necessary to complete the
transaction.
Certain funds advised by Marcato Capital Management, LP, which
own approximately 6.4% of the outstanding shares of BWW, have
entered into an agreement to vote in favor of the transaction.
Advisors
Barclays is serving as financial advisor and White & Case
LLP is serving as legal counsel to ARG. Goldman Sachs & Co. LLC
is serving as financial advisor and Faegre Baker Daniels LLP is
serving as legal counsel to BWW.
About Arby’s Restaurant Group, Inc.
Arby’s Restaurant Group, Inc. is the parent company,
owner-operator, and franchisor of the Arby’s brand. Arby’s, founded
in 1964, is the second-largest sandwich restaurant brand in the
world with more than 3,300 restaurants in seven countries. The
company is majority owned by an affiliate of Roark Capital Group
and is headquartered in Atlanta, Ga. For more information, visit
Arbys.com
About Buffalo Wild Wings
Buffalo Wild Wings, Inc., founded in 1982 and headquartered in
Minneapolis, is a growing owner, operator and franchisor of Buffalo
Wild Wings® restaurants featuring a variety of boldly-flavored,
made-to-order menu items including its namesake Buffalo, New
York-style chicken wings. The Buffalo Wild Wings menu specializes
in 21 mouth-watering signature sauces and seasonings with flavor
sensations ranging from Sweet BBQ™ to Blazin’®. Guests enjoy a
welcoming neighborhood atmosphere that includes an extensive
multi-media system for watching their favorite sporting events.
Buffalo Wild Wings is the recipient of hundreds of "Best Wings" and
"Best Sports Bar" awards from across the country. There are
currently more than 1,250 Buffalo Wild Wings locations in 10
countries. For more information, visit BuffaloWildWings.com
About Roark Capital Group
Roark focuses on investing in franchised and multi-unit
businesses in the retail, restaurant, consumer and business
services sectors. Since inception, affiliates of Roark have
invested in 62 franchise/multi-unit brands, which collectively
generate $27 billion in annual system revenues from 29,000
locations in 50 states and 78 countries. For more information,
please visit www.roarkcapital.com
Additional Information and Where to Find It; Participants in
the Solicitation
In connection with the proposed Merger, BWW intends to file
relevant materials with the United States Securities and Exchange
Commission (the “SEC”), including a
proxy statement on Schedule 14A. Following the filing of the
definitive proxy statement with the SEC, BWW will mail the
definitive proxy statement and a proxy card to each shareholder
entitled to vote at the special meeting relating to the proposed
Merger. The proxy statement, any other relevant documents, and all
other materials filed with the SEC concerning BWW are (or, when
filed, will be) available free of charge at http://www.sec.gov and
http://ir.buffalowildwings.com. Shareholders should read
carefully the proxy statement and any other relevant documents that
BWW files with the SEC when they become available before making any
voting decision because they will contain important
information.
This communication does not constitute a solicitation of proxy,
an offer to purchase, or a solicitation of an offer to sell any
securities. BWW, its directors and executive officers are, and
certain employees may be, deemed to be participants in the
solicitation of proxies from shareholders in connection with the
proposed Merger. Information regarding the names of such persons
and their respective interests in the Merger, by securities
holdings or otherwise, will be set forth in the definitive proxy
statement when it is filed with the SEC. Additional information
regarding these individuals is set forth in BWW’s Form 10-K
for the fiscal year ended December 25, 2016, filed with the SEC on
February 17, 2017, and the definitive proxy statement for its
2017 Annual Meeting of Shareholders, which was filed with the SEC
on April 21, 2017. To the extent BWW’s directors and executive
officers or their holdings of BWW securities have changed from the
amounts disclosed in those filings, to BWW’s knowledge, such
changes have been reflected on initial statements of beneficial
ownership on Form 3 or statements of change in ownership on
Form 4 on file with the SEC. These s are (or, when filed, will
be) available free of charge at http://www.sdocumentec.gov and
http://ir.buffalowildwings.com.
Cautionary Note Statements Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Actual results may vary
materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the Merger,
including the risks that (a) the Merger may not be consummated
within the anticipated time period, or at all, (b) the parties may
fail to obtain shareholder approval of the Merger Agreement, (c)
the parties may fail to secure the termination or expiration of any
waiting period applicable under the HSR Act, (d) other conditions
to the consummation of the Merger under the Merger Agreement may
not be satisfied, (e) all or part of Arby’s financing may not
become available, and (f) the significant limitations on remedies
contained in the Merger Agreement may limit or entirely prevent BWW
from specifically enforcing Arby’s obligations under the Merger
Agreement or recovering damages for any breach by Arby’s; (2) the
effects that any termination of the Merger Agreement may have on
BWW or its business, including the risks that (a) BWW’s stock price
may decline significantly if the Merger is not completed, (b) the
Merger Agreement may be terminated in circumstances requiring BWW
to pay Arby’s a termination fee of $74 million, or (c) the
circumstances of the termination, including the possible imposition
of a 12-month tail period during which the termination fee could be
payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the Merger; (3) the effects that the
announcement or pendency of the Merger may have on BWW and its
business, including the risks that as a result (a) BWW’s business,
operating results or stock price may suffer, (b) BWW’s current
plans and operations may be disrupted, (c) BWW’s ability to retain
or recruit key employees may be adversely affected, (d) BWW’s
business relationships (including, customers, franchisees and
suppliers) may be adversely affected, or (e) BWW’s management’s or
employees’ attention may be diverted from other important matters;
(4) the effect of limitations that the Merger Agreement places on
BWW’s ability to operate its business, return capital to
shareholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the Merger
and instituted against BWW and others; (6) the risk that the Merger
and related transactions may involve unexpected costs, liabilities
or delays; (7) other economic, business, competitive, legal,
regulatory, and/or tax factors; and (8) other factors described
under the heading “Risk Factors” in Part I, Item 1A of BWW’s Annual
Report on Form 10-K for the fiscal year ended December 25, 2016, as
updated or supplemented by subsequent reports that BWW has filed or
files with the SEC. Potential investors, shareholders and other
readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they are made. Neither Arby’s nor BWW assumes any obligation
to publicly update any forward-looking statement after it is made,
whether as a result of new information, future events or otherwise,
except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20171128005758/en/
Arby’sMedia:Christopher Fuller, 678-514-4211SVP,
CommunicationsPR@Arbys.comorBuffalo Wild WingsInvestor
Relations:Heather Davis, 952-540-2095orMedia:Sard Verbinnen &
CoDavid Reno / Meghan Gavigan212-687-8080 / 415-618-8750
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