Friendly Ice Cream Corporation To Be Acquired by Sun Capital Partners for $15.50 per Share in Cash
June 17 2007 - 10:20PM
PR Newswire (US)
WILBRAHAM, Mass., June 17 /PRNewswire-FirstCall/ -- Friendly Ice
Cream Corporation (AMEX:FRN) today announced that it has entered
into a definitive agreement under which it will be acquired by
Freeze Operations Holding Corp, an affiliate of Sun Capital
Partners, Inc., in an all-cash transaction for $15.50 per share for
a total consideration of approximately $337.2 million. The
transaction has no financing contingency. The purchase price
represents an 8.2% premium over the closing price of Friendly's
common stock on June 15, 2007 and a 30.9% premium over the closing
price on March 6, 2007, which was the day before the Company
announced it was exploring strategic alternatives. George Condos,
President and Chief Executive Officer of Friendly's, said, "We
believe this transaction delivers very attractive value to our
shareholders, and it does so more quickly and with greater
certainty than other alternatives we examined. Every day our
management team and employees work hard to provide the best dining
experience for our guests. I am pleased to say that our new
investors share this passion and we look forward to working closely
with Sun Capital Partners on a smooth transition for our
franchisees, customers and employees." Gary Talarico, Managing
Director of Sun Capital Partners, said, "Friendly's is an iconic
brand name in the family restaurant sector and we are excited to
add this great franchise to our portfolio of restaurant
investments. We look forward to working with management to build on
the legacy of this great brand and reinvigorate and expand the
company within and beyond their historical markets." The
transaction has been unanimously approved by the Company's Board of
Directors, which will recommend that Friendly's shareholders
approve the transaction. Certain Friendly's shareholders including
Donald N. Smith, Friendly's Chairman of the Board, The Lion Fund
L.P. and Biglari Capital Corp. and S. Prestley Blake, who
collectively own in excess of 50% of the Company's shares, have
entered into an agreement to vote in favor of the transaction. The
transaction requires the affirmative vote of 66 - 2/3% of the
outstanding Company shares and is subject to certain other
customary closing conditions. The transaction is expected to close
during the third quarter of 2007. The exact timing of the closing
of the transaction is dependent on the review and clearance of
necessary filings with the Securities and Exchange Commission and
other governmental authorities. Goldman Sachs & Co. acted as
the financial advisor to Friendly's, and Weil, Gotshal & Manges
LLP provided legal advice. Morgan, Lewis & Bockius LLP acted as
legal counsel to Sun Capital. ABOUT FRIENDLY'S Friendly Ice Cream
Corporation is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a friendly,
family environment in 515 company and franchised restaurants
throughout the Northeast. The Company also manufactures ice cream,
which is distributed through more than 4,000 supermarkets and other
retail locations. With a 72-year operating history, Friendly's
enjoys strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer base.
Additional information on Friendly Ice Cream Corporation can be
found on the Company's website (http://www.friendlys.com/). About
Sun Capital Partners, Inc. Sun Capital Partners, Inc. is a leading
private investment firm focused on leveraged buyouts, equity, debt,
and other investments in market-leading companies that can benefit
from its in-house operating professionals and experience. Sun
Capital affiliates have invested in and managed more than 155
companies worldwide with combined sales in excess of $35.0 billion
since Sun Capital's inception in 1995. Sun Capital has offices in
Boca Raton, Los Angeles, and New York, as well as affiliates with
offices in London, Tokyo, and Shenzhen. For more information,
please visit http://www.suncappart.com/. IMPORTANT INFORMATION
Statements contained in this release that are not historical facts
and constitute "forward looking statements" as that term is defined
in the Private Securities Litigation Reform Act of 1995. These
statements include statements relating to the anticipated impact,
benefits and results of the potential acquisition. Risks and
uncertainties regarding the transaction include the possibility
that the closing does not occur, or is delayed, either due to the
failure of closing conditions, including approval of the
shareholders of the Company, the failure to obtain required
regulatory approvals or other reasons. Other factors that may cause
actual results to differ from the forward looking statements
contained herein and that may affect the Company's prospects in
general are included in the Company's other filings with the
Securities and Exchange Commission. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or
revisions to any such forward looking statement to reflect any
change in its expectations or any change in events, conditions or
circumstances on which any such statement is based. This document
may be deemed to be solicitation material in respect of the
proposed transaction. In connection with the proposed transaction,
the Company will file with, or furnish to, the SEC all relevant
materials, including a proxy statement on Schedule 14A. SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement will be mailed to stockholders of the Company.
Investors and security holders will be able to obtain the documents
free of charge from the SEC's website, http://www.sec.gov/, and
from the Company's website, http://www.friendly.com/. The Company
and its directors and executive officers and other members of
management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transaction.
Information regarding the Company's directors and executive
officers is available in the Company's proxy statement for its 2006
annual meeting of stockholders, which was filed with the SEC on
April 7, 2006, and in the Company's Annual Report on Form 10-K for
the period ended December 31, 2006, which was filed with the SEC on
March 6, 2007. Additional information regarding the interests of
such potential participants will be included in the proxy statement
and the other relevant documents filed with, or furnished to, the
SEC when they become available." DATASOURCE: Friendly Ice Cream
Corporation CONTACT: Deborah Burns, Senior Director Investor
Relations of Friendly Ice Cream Corporation , +1-413-731-4124, Gary
Talarico Managing Director of Sun Capital Partners Inc. ,
+1-212-588-9953 Web site: http://www.friendly.com/
http://www.suncappart.com/
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