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MTY Food signs definitive deal to acquire Imvescor

MTY Food Group to combine with Imvescor Restaurant Group to Create Leading North American Restaurant Franchisor

MTY Food Group Inc. and Imvescor Restaurant Group Inc. have entered into a definitive combination agreement under which a wholly owned subsidiary of MTY will acquire all of the outstanding Imvescor common shares for $4.10 per Imvescor share, representing a total consideration of approximately $248 million, subject to customary closing conditions including receipt of regulatory and Imvescor shareholder approvals.

Under the terms of the Transaction, Imvescor shareholders will receive an aggregate consideration which will consist of approximately 20% in cash and approximately 80% in MTY common shares. The purchase price per Imvescor Share implies a premium of 13.3% to the unaffected 10-day volume weighted average price on October 26, 2017 (the day prior to Imvescor’s press release regarding its receipt of a non-binding indication of interest from a third party).

The combination of MTY and Imvescor will create a multi-brand industry leader with a portfolio of over 5,700 stores under 75 brands and approximately $2.9 billion in System Sales with significant runway for growth. MTY like Imvescor, has a scalable multi-brand franchised network, a proven ability to generate high EBITDA margins and maximize EBITDA conversion into free cash flow that will allow the continued investment in the business and pursuit of growth initiatives and acquisition strategy.

Francois-Xavier Seigneur, Chairman of the board of directors of Imvescor said, “Joining forces with MTY creates an opportunity for Imvescor shareholders to realize immediate value and participate in a faster pace of growth, with less risk. Today’s Transaction fully recognizes the value of our portfolio of restaurant brands and rewards investors for their patience as we have successfully executed our turnaround strategy.”

Mr. Seigneur continued, “The board of directors is unanimous in its recommendation that this Transaction is in the best interests of all shareholders. We reached this conclusion following a detailed review and rigorous process that explored the strategic alternatives available to us. We urge shareholders to join us as owners of a stronger, more diversified company with an established track record of value creation and an exciting future ahead.”

Stanley Ma, Chairman of the board of directors, President and Chief Executive Officer of MTY said, “This is an important day in the history of MTY as we add many great brands to MTY’s existing portfolio. The combination of the two companies’ portfolios and expertise will produce tremendous opportunities for North American growth. Further, Imvescor’s suite of full service restaurants will be highly complementary to our existing business and is expected to enable significant top-line synergies for our existing full service restaurant brands as well as for the newly acquired brands. Imvescor’s expertise for retail operations combined with MTY significant range of products is expected to produce great opportunities in the future.”

Frank Hennessey, Chief Executive Officer of Imvescor said, “This is the natural next step for our company. In an increasingly competitive operating environment, we will be better positioned to invest in our brands and our people as part of a combined company with expanded resources and reach. The Transaction offers shareholders, franchisees, employees and other stakeholders of both companies a significant opportunity for value creation.”

About MTY Food Group

MTY Food Group Inc. is a Canadian public company headquartered in Montreal, Quebec. MTY franchises and operates restaurants worldwide under the following banners: Tiki-Ming, Sukiyaki, La Cremiere, Au Vieux Duluth Express, Carrefour Oriental, Panini Pizza Pasta, Franx Supreme, Croissant Plus, Villa Madina, Cultures, Thai Express, Vanellis, Kim Chi, “TCBY”, Sushi Shop, Koya Japan, Vie & Nam, Tandori, O’Burger, Tutti Frutti, Taco Time, Country Style, Buns Master, Valentine, Jugo Juice, Mr. Sub, Koryo Korean Barbeque, Mr. Souvlaki, Sushi Go, Mucho Burrito, Extreme Pita, PurBlendz, ThaiZone, Madisons New York Grill & Bar, Cafe Depot, Muffin Plus, Sushi-Man, Fabrika, Van Houtte, Manchu Wok, Wasabi Grill & Noodle and SenseAsian, Tosto, Big Smoke Burger, Cold Stone Creamery, Blimpie, Surf City Squeeze, The Great Steak & Potato Company, NrGize Lifestyle Cafe, Samurai Sam’s Teriyaki Grill, Frullati Cafe & Bakery, Rollerz, Johnnie`s New York Pizzeria, Ranch One, America’s Taco Shop, Cereality, Tasti D-Lite, Planet Smoothie, Maui Wowi, Pinkberry, Baja Fresh Mexican Grill, La Salsa Fresh Mexican Grill, La Diperie, Steak Frites St-Paul, Giorgio Ristorante, The Works Gourmet Burger Bistro, Houston Avenue Bar & Grill, Industria Pizzeria + Bar, The Counter Custom Bugers, and Built Custom Burgers.

About Imvescor Restaurant Group

Imvescor Restaurant Group Inc. is a dynamic and innovative organization in the family and casual dining restaurant industry. The Company is a franchise and licensing business that operates restaurants in Eastern Canada under five banners: Baton Rougetrademark, operating in Quebec, Ontario and Nova Scotia in the casual dining segment, Pizza Delighttrademark, operating primarily in Atlantic Canada, in the family/mid-scale segment, Scorestrademark and Toujours Mikes, operating primarily in Quebec in the family and casual dining segments and the take-out and delivery segments, and Ben & Florentinetrademark, operating primarily in Quebec, with individual stores in Ontario and Manitoba, in the breakfast and lunch industry. The Company also licenses to third parties the right to manufacture and sell prepared food products under the Baton Rougetrademark, Pizza Delighttrademark, Scorestrademark and Toujours Mikes brands.

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