If the merger agreement is terminated, under specified circumstances, we may receive from or be required to pay
Arbys a termination fee, as described under
The Merger Agreement
Termination Fees
on page 87.
B
ACKGROUND
TO
THE
M
ERGER
The following chronology summarizes certain key events and
contacts that led to the signing of the merger agreement. It does not purport to catalogue every conversation among our board of directors, members of our management, or the companys representatives and other parties.
During the past several years, as part of the companys ongoing strategic-planning process, our board of directors and management regularly reviewed and assessed,
among other things, the companys long-term strategic goals and opportunities, competitive environment, and short- and long-term performance in light of the companys strategic plan, with the goal of enhancing shareholder value.
During late February 2017, representatives of Roark, which advises funds that are majority owners of Arbys, contacted Sally Smith, our chief executive officer,
seeking to arrange a meeting between the two organizations.
On March 9, 2017, Neal Aronson, Roarks managing partner, and Geoff Hill, a Roark principal,
had an initial introductory meeting with Ms. Smith.
On March 23, 2017, Mr. Aronson and Ms. Smith held a meeting during which Mr. Aronson
shared Roarks long-term vision for Arbys and Roark. Later that day, Ms. Smith connected Jerry Rose, then chair of our board of directors, with Mr. Aronson by e-mail to arrange a potential meeting.
On April 4, 2017, Mr. Aronson and Erik Morris, senior managing director of Roark, met with Mr. Rose to discuss Roarks interest in learning more
about the company and to explain Roarks investment strategy.
On April 7, 2017, Mr. Aronson provided Ms. Smith with an initial due diligence
request list of non-public company information that Roark would like to review in order to validate Roarks interest in the company.
On April 8, 2017,
Ms. Smith and Mr. Aronson had a telephone conversation about the nature of Roarks interest in the company and the specific information requested by Roark.
On April 18, 2017, the company and Arbys entered into a mutual non-disclosure agreement.
On May 4, 2017, the company provided Arbys with certain of the non-public written information that Roark had requested regarding the company.
During the companys annual meeting of shareholders held on June 2, 2017, our shareholders elected four new members to our board of directors, and
Ms. Smith announced her intention to retire as the companys chief executive officer when her successor was named, which was expected to occur prior to the end of the 2017 calendar year.
On June 27, 2017, our board of directors held an off-site orientation meeting for its new and continuing directors, during which Mr. Rose summarized for our
board of directors his and Ms. Smiths prior discussions with Roark as well as the nature of the non-public written information the company had provided to Arbys.
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