Published: May 22, 2006
Main Street Restaurant Group Agrees to Be Acquired by The Briad Group for $6.40 per Share in Cash
Main Street Restaurant Group, Inc. (NASDAQ: MAIN), the world's largest franchisee of T.G.I. Friday's restaurants, the
owner and operator of the Bamboo Club -- Asian Bistro, the Redfish Seafood
Grill and Bar restaurant concepts and operator of one Alice Cooper'stown
restaurant, announced today 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.
NOTICE TO INVESTORS
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer for the outstanding shares of
Main Street Restaurant Group, Inc. described in this press release has not
commenced. At the time the tender offer is commenced, Briad Main Street,
Inc. and Main Street Acquisition Corporation will file a tender offer
statement on Schedule TO with the U.S. Securities and Exchange Commission
(the "SEC"), and Main Street Restaurant Group, Inc. will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. The tender offer statement (including an offer to purchase,
a related letter of transmittal, and other offer documents) and the
solicitation/recommendation statement will contain important information
that should be read carefully before any decision is made with respect to
the tender offer. Those materials will be made available to Main Street
Restaurant Group stockholders at no expense to them. In addition, all of
those materials, and all other offer documents filed with the SEC, will be
available at no charge on the SEC's website at www.sec.gov.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement may constitute "forward-looking
statements." Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors that could
cause actual results to differ materially include the level of stockholder
acceptance of the proposed transaction, any competing transactions, receipt
of any required regulatory approvals for the transaction, the ability of
Main Street Restaurant Group to satisfy the merger agreement conditions and
consummate the merger, and factors that may affect Main Street Restaurant
Group's business, financial condition, results of operations, or
properties, including those discussed in "Risk Factors" in Main Street
Restaurant Group's Annual Report on Form 10-K for its fiscal year ended
December 26, 2005 and Main Street Restaurant Group's other filings with the
SEC that are available at www.sec.gov. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only as of
the date hereof. None of Main Street Restaurant Group, Inc., Briad Main
Street, Inc., or Main Street Acquisition Corporation assumes any obligation
to update the information in this announcement, except as required by law.
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