Chanticleer Holdings, Inc. (NASDAQ:BURG) (“Chanticleer” or the
“Company”), owner, operator, and franchisor of multiple nationally
recognized restaurant brands, today announced that its registration
statement on SEC Form S-4 (the "Registration Statement") filed with
Securities and Exchange Commission (the "SEC") in connection with
its previously announced merger with Sonnet BioTherapeutics, Inc.
(“Sonnet”) was declared effective by the SEC on February 11, 2020.
The special meeting of the Chanticleer stockholders to approve
the proposals related to the merger (the “Special Meeting”) will be
held on March 18, 2020, at 9:00 a.m., local time, at the
offices of Lowenstein Sandler LLP located at One Lowenstein Drive,
Roseland, NJ 07068, unless postponed or adjourned to a later
date.
The Registration Statement includes a definitive proxy statement
and prospectus. Notice of the Special Meeting and a definitive
proxy statement/prospectus were mailed on February 14, 2020 to
stockholders of the Company as of the record date for the Special
Meeting of January 24, 2020.
Stockholders who have questions about the merger or the Special
Meeting, or desire additional copies of the proxy
statement/prospectus or additional proxy cards or voting
instruction forms should contact the Company’s proxy solicitor
at:
Alliance Advisors200 Broadacres Drive, 3rd
FloorBloomfield, NJ 07003Toll Free: 800-574-6216
The closing of the merger is subject to approval by
Chanticleer’s stockholders and the satisfaction of other customary
closing conditions.
Following the merger, Chanticleer will be renamed “Sonnet
BioTherapeutics Holdings, Inc.” The shareholders of Sonnet will
become the majority owners of Chanticleer’s outstanding common
stock upon the closing of the merger. Additionally, as part
of this transaction, Chanticleer will spin-off (the “Disposition”)
its current restaurant operations, including all assets and
liabilities, into a newly created entity (the “Spin-Off Entity”),
the equity of which will be distributed out to the stockholders of
Chanticleer as of the record date for the Disposition.
Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, Chanticleer and Sonnet
have filed relevant materials with the Securities and Exchange
Commission, or the SEC, including a registration statement on Form
S-4 that contained a prospectus and a proxy statement, which was
declared effective by the SEC on February 11, 2020. INVESTORS AND
SECURITY HOLDERS OF CHANTICLEER AND SONNET ARE URGED TO READ THESE
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
CHANTICLEER, SONNET AND THE PROPOSED MERGER. The proxy statement,
prospectus and other relevant materials (when they become
available), and any other documents filed by Chanticleer with the
SEC, may be obtained free of charge at the SEC website at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by Chanticleer by
directing a written request to: Chanticleer Holdings, c/o Michael
D. Pruitt, Chief Executive Officer, 7621 Little Avenue, Suite 414,
Charlotte, NC 28226. Investors and security holders are urged to
read the proxy statement, prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed Merger.
This report shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed Merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Chanticleer and its directors and executive officers and Sonnet
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Chanticleer in connection with the proposed transaction under
the rules of the SEC. Information about the directors and executive
officers of Chanticleer and their ownership of shares of
Chanticleer’s Common Stock is set forth in its Annual Report on
Form 10-K for the year ended December 31, 2018, which was filed
with the SEC on April 1, 2019, and in subsequent documents filed
with the SEC, including the joint proxy statement/prospectus
referred to above. Additional information regarding the persons who
may be deemed participants in the proxy solicitations and a
description of their direct and indirect interests in the proposed
merger, by security holdings or otherwise, will also be included in
the joint prospectus/proxy statement and other relevant materials
to be filed with the SEC when they become available. These
documents are available free of charge at the SEC web site
(www.sec.gov) and from the Chief Executive Officer at Chanticleer
at the address described above.
Forward-Looking Statements
This report and the press release attached hereto as Exhibit
99.1 contain forward-looking statements based upon Chanticleer’s
and Sonnet’s current expectations. This communication contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Chanticleer and Sonnet
generally identify forward-looking statements by terminology such
as “may,” “should,” “expects,” “plans,” “anticipates,” “could,”
“intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar words. These statements are only
predictions. Chanticleer and Sonnet have based these
forward-looking statements largely on their then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of Chanticleer’s and Sonnet’s control.
Chanticleer’s and Sonnet’s actual results could differ materially
from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks
associated with Chanticleer’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction,
including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Merger Agreement; (iii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
(iv) unanticipated difficulties or expenditures relating to the
proposed merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction;
and (v) those risks detailed in Chanticleer’s most recent Annual
Report on Form 10-K and subsequent reports filed with the SEC, as
well as other documents that may be filed by Chanticleer from time
to time with the SEC. Accordingly, you should not rely upon
forward-looking statements as predictions of future events. Neither
Chanticleer nor Sonnet can assure you that the events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results could differ materially from
those projected in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. Except
as required by applicable law or regulation, Chanticleer and Sonnet
undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events.
About Chanticleer Holdings, Inc.
Headquartered in Charlotte, NC, Chanticleer Holdings owns,
operates, and franchises fast, casual, and full-service restaurant
brands, including American Burger Company, BGR – Burgers Grilled
Right, Little Big Burger, Just Fresh, and Hooters. For more
information, please visit: www.chanticleerholdings.com.
Contact Information:
Investor Relations Jason Assad 678-570-6791
Ja@chanticleerholdings.com
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