The Quizno’s Corporation (Nasdaq: QUIZ) today
announced that it has entered into a definitive merger agreement with a corporation formed by
Richard E. Schaden and Richard F. Schaden, the company’s majority shareholders. Under the
agreement, the new corporation will merge with the company, and the shareholders of the
company (other than the Schadens and certain of their affiliates) will be entitled to receive $8.50
per share in cash. Completion of the merger is subject to approval by holders of a majority of the
company’s outstanding common stock and receipt of a further fairness opinion from the financial
advisor retained by the Special Committee of the Board of Directors in connection with the
proposed transaction. Further, the acquirer may terminate the merger if there is a material
change in the business of the Company or the transaction. The Schadens currently own
approximately 68% of the Company’s outstanding shares of common stock.
The company expects to file preliminary proxy materials for the shareholder meeting to act on the
merger proposal as soon as practical.
Additional Information and Where to Find It:
It is expected that the Company will file a Proxy Statement with the SEC in connection with the
merger and will mail the Proxy Statement to stockholders of the Company containing information
about the merger. Security holders are urged to read the Proxy Statement carefully when it is
available. The Proxy Statement will contain important information about the Company, the
merger, the persons soliciting proxies relating to the merger, their interests in the merger, and
related matters. Security holders will be able to obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov. Free copies of the Proxy Statement may
also be obtained from the Company by contacting the investor relations department at (720)
359-3300.
In addition to the Proxy Statement, the Company files annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information filed by the Company at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC’s other public reference rooms in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
For more information contact: Patrick E. Meyers, Vice President & General Counsel, The Quizno’s Corporation, (720) 359-3300
