MONTREAL, - MTY Food Group Inc. (TSX: MTY) ("MTY") today announced the successful completion of its previously announced tender offer for all of the outstanding shares of common stock of BBQ Holdings, Inc. (NASDAQ: BBQ) ("BBQ Holdings"), at a per share price of $17.25 USD in cash, without interest and less any applicable withholding taxes. The tender offer was effected by Grill Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of MTY.
The depositary for the tender offer has advised MTY that, as of the expiration of the tender offer at one minute following 11:59 p.m. (12:00 midnight), Eastern Time, on September 21, 2022, 9,724,637 shares of BBQ Holdings' common stock (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares were not yet delivered) had been validly tendered and not validly withdrawn, representing approximately 91.94% of BBQ Holdings' outstanding shares of common stock. All conditions to the tender offer were satisfied, and the tender offer was not extended.
All shares of common stock that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Merger Sub.
MTY expects to complete the acquisition of BBQ Holdings on September 27, 2022 through a merger of Merger Sub with and into BBQ Holdings, in accordance with Section 302A.613(4) of the Minnesota Business Corporation Act (the "MBCA"). Each remaining share of common stock of BBQ Holdings not purchased in the tender offer (other than shares held in the treasury of BBQ Holdings, any shares owned by MTY or any of its respective subsidiaries and shares held by any BBQ Holdings' shareholder who has validly exercised its dissenter's rights under the MBCA) will be converted into the right to receive the same $17.25 USD in cash, without interest and less any applicable withholding taxes, that will be paid in the tender offer. Upon completion of the merger, BBQ Holdings will become an indirect wholly-owned subsidiary of MTY.
Following completion of the merger, shares of common stock of BBQ Holdings will cease to be traded on NASDAQ and will no longer be listed on NASDAQ.Source : Newswire.ca