This Schedule 14D-9 filing consists of the following communications
related to the proposed acquisition of BBQ Holdings, Inc. (the Company), a Minnesota corporation by Grill Merger Sub, Inc. (Merger Sub), a Minnesota corporation and a wholly owned subsidiary of MTY Franchising USA, Inc.
(Parent), a Tennessee corporation, pursuant to the terms of the Agreement and Plan of Merger dated August 8, 2022 (as it may be amended from time to time, the Merger Agreement), among Parent, Merger Sub and the Company.
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EXHIBIT NUMBER |
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DESCRIPTION OF EXHIBIT |
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99.1 |
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Jeffery Crivello email to Famous Daves Franchise Partners, dated August 9, 2022. |
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99.2 |
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Jeffery Crivello email to Village Inn Franchise Partners, dated August 9, 2022. |
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99.3 |
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Jeffery Crivello email to Famous Family, dated August 9, 2022. |
Important Information
The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is not a
recommendation, an offer to purchase, or a solicitation of an offer to sell shares of the Companys common stock. The solicitation and the offer to purchase shares of the Companys common stock will only be made pursuant to an offer to
purchase and related materials that Parent and Merger Sub intend to file with the Securities and Exchange Commission (the SEC). At the time the tender offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on
Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
Stockholders of the Company are advised to read the Schedule TO (including an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement on Schedule 14D-9, as each may be amended or supplemented from time to time, and any other relevant documents filed with the SEC when they become
available, before making any decision with respect to the tender offer because these documents will contain important information about the proposed transactions and the parties thereto.
Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the parties (when available), at the SECs web site at www.sec.gov or by visiting the Companys Investor Relations website at https://ir.bbqholdco.com/ or by contacting
the Companys Investor Relations Department by phone at 952-294-1300 or by e-mail at
InvestorRelations@BBQ-Holdings.com.
Forward-Looking Statements
Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial
projections, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, statements about the potential
benefits of the proposed transaction; the prospective performance and outlook of the surviving companys business, performance, and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of
completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Forward-looking statements are based on managements current expectations, beliefs, estimates, projections, and assumptions. As such,
forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result, actual future results and trends may differ materially from what is forecast in
forward-looking statements. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer;
(ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the possibility that any or all of
the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the possibility that prior to the
completion of the proposed transaction, the Companys business may experience significant disruptions due to transaction-related uncertainty; (vi) the occurrence of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, including in circumstances that would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the proposed transaction on the Companys
ability to retain and hire key personnel, its ability to maintain relationships with its customers, franchisees, suppliers and others with whom it does business, and its operating results and business generally; (viii) the risk that stockholder
litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Companys filings with the SEC, including its
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the Schedule TO, Schedule 14D-9 and other tender offer
documents that will be filed by Parent, Merger Sub and the Company, as applicable. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.