The Quizno’s Corporation (Nasdaq: QUIZ) has received
a proposal to complete a second-step going private transaction that follows the company’s self-tender offer late last
year. The proposed second-step transaction is in the form of a merger with a corporation wholly owned by Richard E.
Schaden and Richard F. Schaden, the President and CEO, and the vice president and secretary,
respectively, of the company. Pursuant to the proposal, the company’s shareholders (other than the Schadens and
their affiliates) would receive $8.00 per share of common stock, in cash.
The Board of Directors has appointed a Special Committee, comprised of Mark L. Bromberg, John J. Todd, and J. Eric
Lawrence, to review the proposed transaction. The Special Committee has retained Tucker Anthony Sutro Capital
Markets as its financial advisor. Tucker Anthony previously advised the Board of Directors with respect to the tender
offer. The Special Committee has also engaged Brobeck, Phleger & Harrison LLP as its legal counsel for purposes of
evaluating the proposal.
The proposed second-step transaction would result in the acquisition of all of the outstanding shares of the Company
(other than the shares owned by the Schadens and certain affiliated shareholders). The final terms of any acquisition
will be based on negotiations between the acquirer and the Special Committee. The proposed acquisition is subject to,
among other things, (1) approval of the proposed transaction by the Special Committee of the Board, the full Board of
Directors and the Company’s shareholders, (2) receipt of a fairness opinion by the Special Committee, and (3)
applicable regulatory approval. There can be no assurance that a definitive merger agreement will be executed and
delivered, or that the proposed transaction will be consummated.
The proposed acquisition may only be completed in accordance with applicable state and federal laws including the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. This press release shall not constitute
an offer or a solicitation of an offer to buy such securities.
This release contains forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995)
that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the
forward-looking statements. Such risks and uncertainties include whether the proposed acquisition transaction will be
completed, and approval by various parties.
For more information contact: Patrick E. Meyers, vice president & general counsel, The Quizno’s Corporation,
720-359-3300.
