A Second Leading Independent Proxy Advisory Firm Recommends Approval of Imvescor-MTY Combination Français
/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MONTREAL, Feb. 2, 2018 /CNW Telbec/ - Imvescor Restaurant Group Inc. ("IRG" or the "Company") (TSX: IRG) today announced that a second leading independent proxy advisory firm, Glass Lewis & Co. ("Glass Lewis"), recommends that shareholders approve the previously announced amalgamation (the "Amalgamation") involving the Company and an entity to be incorporated which will be a direct or indirect wholly-owned subsidiary of MTY Food Group Inc. ("MTY") (TSX: MTY). Glass Lewis' recommendation follows a similar recommendation from Institutional Shareholder Services ("ISS"), as disclosed by the Company on January 29, 2018.
Glass Lewis recommends shareholders vote FOR the Amalgamation resolution, highlighting the following points in its report:
- The case for the transaction is both sound and straightforward, and the transaction appears to yield natural synergies, both in terms of streamlined corporate overhead and direct operational efficiencies.
- The deal-implied trailing EBITDA multiple significantly exceeds the mean and median multiples derived from a review of recent comparable transactions.
- The proposed transaction follows not one, but two separate publicly announced strategic review efforts, and a further assessment of alternatives performed by the board in consultation with suitable legal and financial advisors.
- The offer, which was bumped up twice from the initial $3.80 per share bid to $4.10 per share in a cash-and-stock blend, has remained unchallenged over the nearly two-month period since the announcement, and IRG's shares are trading tightly in line with the executed agreement.
Glass Lewis concludes that "there is ample procedural, strategic and financial cause to support the proposed transaction with MTY at this time," and accordingly recommends that shareholders vote FOR the Amalgamation resolution.
Shareholders Reminded to Vote in Advance of the February 15, 2018 Voting Deadline
IRG encourages shareholders to vote in support of the Amalgamation well in advance of the voting deadline of 5:00 p.m. (Montréal Time) on February 15, 2018 in order to continue to participate in the future of a stronger, more diversified restaurant franchisor.
Shareholders can vote on the dedicated voting page at www.imvescor.ca/investor-relations. Transaction materials, including IRG's January 12, 2018 letter to shareholders and IRG's notice of special meeting and management information circular dated January 12, 2018 (the "Circular"), have been mailed to shareholders and are also available on the Company's website at www.imvescor.ca/investor-relations and on the Company's issuer profile at www.sedar.com.
The special meeting of shareholders to approve the Amalgamation will be held on Monday, February 19, 2018 at 11:00 a.m. (Montréal time) at Hotel Ruby Foo's, 7655 Décarie Boulevard, Montreal, Québec, H4P 2H2. As previously announced, the Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof are those which held common shares as at the close of business on January 3, 2018.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including, but not limited to, statements relating to potential synergies in the transaction (collectively referred to herein as "forward-looking statements"). Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the Amalgamation and other future events and conditions and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "projects", "seeks", "likely" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".
Specifically, without limiting the generality of the foregoing, all statements included in this press release that address activities, events or developments that IRG expects or anticipates will or may occur in the future, including the anticipated effects and benefits of the Amalgamation and certain strategic benefits and operational and competitive and synergies and other statements that are not historical facts are forward-looking statements. These statements are based upon assumptions and are subject to certain material risks and uncertainties. In addition, the anticipated dates provided throughout this press release may change for a number of reasons.
Although IRG believes that the expectations represented in such forward-looking statements are based on reasonable assumptions, there can be no assurance that such expectations will prove to be correct. There can be no assurance as to the achievement of synergies or the amount or time-frame for achieving them. Any stated amounts are estimates based on reasonable assumptions at this time. Actual events including with respect to integration of the operations and systems of the companies could have a material impact on actual results.
Since forward-looking statements address future events and conditions, they involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Risks and uncertainties inherent in the nature of the Amalgamation include the failure to satisfy the conditions for the completion of the Amalgamation, in a timely manner, on satisfactory terms, or at all, including that there be no material adverse effect with respect to the Company. Failure of the parties to otherwise satisfy the conditions to or complete the Amalgamation may result in the Amalgamation not being completed on the proposed terms, or at all. In addition, if the Amalgamation is not completed and the Company continues as an independent entity, there are risks that the announcement of the Amalgamation and the dedication of substantial resources of the Company to the completion of the Amalgamation could have an impact on the Company's current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company. Furthermore, the failure of the Company to comply with the terms of the combination agreement entered into between IRG and MTY may, in certain circumstances, result in the Company being required to pay the termination fee or expenses thereto. For all these reasons, Shareholders should not place undue reliance on the forward-looking statements contained in this press release.
Forward-looking statements contained in this press release are made as at the date of this press release and, other than as specifically required by law, the Company does not assume any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements.
Shareholders are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the risks and uncertainties that may affect forward-looking statements. Additional information on risks and uncertainties related to the Amalgamation can be found under the section "Risk factors" of the Circular; you are urged to carefully consider those factors. Additional information on other risks and uncertainties that could affect the operations or financial results of the Company or MTY, which, in turn, could potentially impact the satisfaction of the conditions to the completion of the Amalgamation are included in reports on file with applicable securities regulatory authorities, including, but not limited to, under the section entitled "Risks and Uncertainties" of the Company's Management's Discussion and Analysis for the 13 and 52 weeks ended October 29, 2017 and under the section "Risk Factors" in the Company's most recent annual information form, which documents are available on SEDAR at www.sedar.com under IRG's issuer profile, and under the section "Risks and uncertainties" of MTY's Amended and Restated Management Discussion and Analysis for the three and nine-month periods ended August 31, 2017 and the Amended and Restated Management Discussion and Analysis for the year ended November 30, 2016 which is available on SEDAR at www.sedar.com under MTY's issuer profile. Shareholders are also cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking statements contained in this press release that could be impacted by those risks and uncertainties.
ABOUT IMVESCOR RESTAURANT GROUP INC.
IRG is primarily engaged in the business of franchising and developing a system of distinctive family/mid-scale dining, casual-dining and take-out and delivery restaurants serving high quality food. IRG's restaurants operate under the Pizza Delight®, Toujours Mikes, Scores®, Bâton Rouge® and Ben & Florentine® brands. IRG's business which consists primarily of franchised restaurants and company-owned restaurants, including both take-out and sit-down restaurants licensed to serve alcohol, and also includes licensed retail products manufactured and sold by third parties under licence under the Pizza Delight®, Toujours Mikes, Scores® and Bâton Rouge® brands. IRG's network of restaurants are easily identified by the Pizza Delight®, Toujours Mikes, Scores®, Bâton Rouge® and Ben & Florentine® banners and have established a high recognition throughout the communities they each respectively serve.
| Our brands: |
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| Pizza Delight®: www.pizzadelight.com |
Scores®: www.scores.ca |
| Toujours Mikes: www.mikes.ca |
Bâton Rouge®: www.batonrouge.ca |
| Ben & Florentine®: http://benetflorentine.com |
SOURCE Imvescor Restaurant Group Inc.
Imvescor Restaurant Group Inc., 514.341.5544, http://www.imvescor.ca; Frank Hennessey, President and Chief Executive Officer; Imvescor Shareholders; Kingsdale Advisors, 1-855-682-2023 toll-free in North America, 416-867-2272 outside of North America, Email: [email protected]; Media Relations: ACJ Communication, Daniel Granger, 514.840.7990
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