MTY Food Group Inc. and Papa Murphy’s Holdings, Inc. announced that MTY has successfully completed its previously announced offer to purchase all outstanding shares of common stock of Papa Murphy’s at a per share price of $6.45, net to the seller in cash, without interest and less any applicable withholding taxes. The Tender Offer was effected by MTY Columbia Merger Sub, Inc., a wholly owned subsidiary of MTY.
The Tender Offer, which was made pursuant to the agreement and plan of merger, entered into by MTY Franchising USA, Inc., a wholly-owned subsidiary of MTY, Merger Sub and Papa Murphy’s on April 10, expired at one minute following 11:59 p.m., eastern time, on May 22. The depositary and paying agent for the Tender Offer has advised MTY that, as of the Expiration Time, 15,201,906 shares of Papa Murphy’s common stock (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares were not yet delivered) had been validly tendered and not validly withdrawn, representing approximately 89.2 percent of Papa Murphy's outstanding shares of common stock.
All conditions to the Tender Offer were satisfied and the Tender Offer was not extended. All shares of Papa Murphy’s common stock that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Merger Sub.
MTY will promptly complete its acquisition of Papa Murphy’s through consummation of a merger of Merger Sub, with and into Papa Murphy’s without a vote of the Papa Murphy’s stockholders, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. Each remaining share of common stock of Papa Murphy’s not purchased in the Tender Offer (other than any shares held in the treasury of Papa Murphy’s, owned by Merger Sub or held by any Papa Murphy’s stockholder who has validly exercised its appraisal rights under the General Corporation Law of the State of Delaware) will be converted into the right to receive the same $6.45 in cash, without interest and less any applicable withholding taxes, that will be paid in the Tender Offer. Following the merger, Papa Murphy’s will be a wholly-owned subsidiary of MTY. Following the merger, shares of common stock of Papa Murphy’s will cease to be traded on the Nasdaq Stock Market.