Friendly Ice Cream Corporation Announces Successful Completion of Consent Solicitation
August 09 2007 - 11:28AM
PR Newswire (US)
WILBRAHAM, Mass., Aug. 9 /PRNewswire-FirstCall/ -- Friendly Ice
Cream Corporation (AMEX:FRN) (the "Company") announced today that
as of August 8, 2007, holders of approximately 89.7% of its
outstanding 8-3/8% Senior Notes due 2012 (the "Notes") had tendered
Notes and delivered consents in connection with the Company's
tender offer and consent solicitation commenced on July 26, 2007.
The Company and the trustee under the Indenture relating to the
Notes have executed and delivered a supplemental indenture
containing the amendments described in the Company's Offer to
Purchase and Consent Solicitation dated July 26, 2007. The
amendments will become operative upon the Company's acceptance and
payment of the Notes tendered, and holders of all untendered Notes
will be bound thereby. As previously announced, on June 17, 2007
the Company entered into an Agreement and Plan of Merger by and
among the Company, Freeze Operations Holding Corp. ("Parent") and
Freeze Operations, Inc., a wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, subject to the satisfaction or
waiver of the conditions therein, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
corporation of the Merger (the "Merger"). The Company will not be
required to purchase any of the Notes tendered nor pay any consent
payments unless certain conditions have been satisfied, including
the closing of the Merger. The completion of the tender offer and
the consent solicitation is not a condition to the consummation of
the Merger. As previously announced, the tender offer is scheduled
to expire at 12:00 midnight, New York City time, on August 22,
2007, unless extended by the Company. As of the expiration of the
consent period at 5:00 P.M., New York City time, on August 8, 2007,
tendered Notes may no longer be withdrawn. This announcement is not
an offer to purchase, a solicitation of an offer to sell or a
solicitation of consent with respect to any Notes. The full terms
of the tender offer and the consent solicitation are set forth in
the Company's Offer to Purchase and Consent Solicitation Statement,
dated July 26, 2007, and in the related Consent and Letter of
Transmittal. Barclays Capital Inc. is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation
should be directed to Barclays Capital Inc. at (212) 412-4072
(collect) or (866) 307-8991 (toll-free). Requests for documents
should be directed to Georgeson Inc., the Information Agent for the
tender offer and consent solicitation, at 17 State Street, 10th
Floor, New York, NY 10004, (888) 605-7583 (toll-free) or (212)
440-9800. 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/).
IMPORTANT INFORMATION Statements contained in this release that are
not historical facts 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 Merger. 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. DATASOURCE:
Friendly Ice Cream Corporation CONTACT: Barclays Capital Inc.,
+1-212-412-4072 (collect), or +1-866-307-8991 (toll-free) Web site:
http://www.friendlys.com/
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