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Restaurant Industry News
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Sunday June 11th, 2006 |
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Main Street Restaurant Group Agrees to Be Acquired by The Briad Group for $6.40 per Share in Cash
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Main Street Restaurant Group, Inc. (NasdaqNM:MAIN) announced that it has entered into a definitive agreement to be acquired by Briad Main Street, Inc., a wholly owned subsidiary of The Briad Group, for $6.40 per share in cash. |
The Briad Group, located in Livingston, New Jersey, was founded by Mr. Bradford Honigfeld. In addition to being its sole shareholder and current CEO, Mr. Honigfeld also owns or controls approximately 2.2 million shares of Main Street Restaurant Group common stock. The Briad Group is currently an 18-unit T.G.I. Friday's franchisee and operates over 50 Wendy's fast food restaurants. The Briad Group also develops, constructs and operates limited service hotels (Marriott and Hilton).
Under the terms of the merger agreement, Main Street Acquisition Corporation, a wholly owned subsidiary of The Briad Group, will commence a cash tender offer for all of the outstanding shares of Main Street Restaurant Group at $6.40 per share. The tender offer is subject to a minimum tender condition of 90% of the outstanding Main Street Restaurant Group shares and other customary conditions, but is not subject to any financing condition. After the tender offer and the merger, Main Street Restaurant Group will become a wholly owned subsidiary of The Briad Group, a privately held entity.
The board of directors of Main Street Restaurant Group has approved the merger agreement, tender offer, and merger, and recommends that all Main Street Restaurant Group's stockholders tender their shares.
Bill Shrader, President and Chief Executive Officer of Main Street Restaurant Group, said, "After significant operational and financial improvements at Main Street Restaurant Group, and after an in-depth process of evaluation with the assistance of Cowen and Company, we concluded that accepting The Briad Group's offer is the best way for our company to maximize stockholder value. We believe that the premium being paid for this transaction over the recent average stock price is a direct result of our team's efforts. Importantly, our company culture, restaurant operating philosophy, and focus on accelerating the development of the flagship T.G.I. Friday's brand are all consistent with the philosophy of The Briad Group."
Brad Honigfeld, Chairman and Chief Executive Officer of The Briad Group, stated, "Main Street Restaurant Group is a well respected operator both within the T.G.I. Friday's franchise system and within the industry as a whole. The value they've created is a testament to the caliber and dedication of Main Street's store level team members and management alike, and we are excited to welcome them to The Briad Group family."
In connection with the proposed transaction, CIC Partners, John F. Antioco and others have agreed to tender their shares and to vote their shares in favor of the proposed transaction, in addition to other customary agreements. Together with The Briad Group, this represents ownership or control of over 47% of the outstanding common stock of Main Street Restaurant Group, Inc.
Cowen and Company, LLC acted as financial advisor and Greenberg Traurig, LLP provided legal counsel to Main Street Restaurant Group, Inc.
Jefferies & Company, Inc. acted as financial advisor and Pryor Cashman Sherman & Flynn LLP provided legal counsel to Mr. Honigfeld, Main Street Acquisition Corporation, and The Briad Group.
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| Last: |
6.34 |
| Time: |
6/9/2006 3:40pm |
| Change: |
-0.01 |
| Opened: |
6.35 |
| Day: |
6.36 - 6.33 |
| Volume: |
24205 |
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