This Tender Offer Statement on Schedule TO (this Schedule TO) relates to the
tender offer by Grill Merger Sub, Inc. (Purchaser), a Minnesota corporation and a wholly owned subsidiary of MTY Franchising USA, Inc. (MTY), a Tennessee corporation and a wholly owned subsidiary of MTY Food Group Inc.
(Parent), for any and all of the outstanding shares of common stock, par value $0.01 per share (Shares), of BBQ Holdings, Inc. (BBQ Holdings), at a price of $17.25 per Share, without interest, net to the seller in
cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 24, 2022 (the Offer to Purchase), a copy of which is attached hereto as Exhibit
(a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended,
modified, or supplemented from time to time, constitutes the Offer).
The information set forth in the Offer to Purchase,
including Schedule I thereto, is incorporated by reference to the extent stated herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. |
Summary Term Sheet. |
The information set forth in the Offer to Purchase under Summary Term Sheet is incorporated herein by reference.
Item 2. |
Subject Company Information. |
(a) Name and Address. The name, address, and telephone number of the subject companys principal executive offices are as follows:
BBQ Holdings, Inc.
12701 Whitewater Drive, Suite 100
Minnetonka, MN 55343
(952) 294-1300
(b) Securities. The information set forth in the Offer to Purchase under Introduction and Section 6 Price
Range of Shares; Dividends is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in
the Offer to Purchase under Section 6 Price Range of Shares; Dividends is incorporated herein by reference.
Item 3. |
Identity and Background of Filing Person. |
(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons.
This Schedule TO is filed by Purchaser, MTY, and Parent. The information set forth in the Offer to Purchase under Summary Term Sheet, Section 8Certain Information Concerning Purchaser, MTY, and Parent and Schedule
IInformation Relating to Purchaser, MTY, and Parent is incorporated herein by reference.
Item 4. |
Terms of the Transaction. |
(a) Material Terms. The information set forth in the Offer to Purchase under the following headings is
incorporated herein by reference:
Summary Term Sheet
Introduction
Section 1Terms of the Offer
2