Prime Restaurants Inc. ("PRI" or the "Company") (TSX:EAT) announced today that
the Ontario Superior Court of Justice (the "Court") has issued an interim order
authorizing, among other things, the holding of a special meeting (the
"Meeting") of the holders of Class A limited voting shares of PRI (the
"Shareholders"), at which Shareholders will be asked to approve the
previously-announced proposed arrangement under Section 182 of the Business
Corporations Act (Ontario) (the "Transaction") with Cara Operations Limited
("Cara"). The Company also announced that Cara has irrevocably waived its
financing condition in connection with the Transaction, bringing to an end (at
11:59 p.m. today) the "go shop" period contemplated in the acquisition agreement
between Cara and the Company dated October 17, 2011 (the "Acquisition
Agreement"). Shareholders should review the full text of the Acquisition
Agreement, which is available on SEDAR (www.sedar.com) for all terms and
conditions of the Transaction. 


The Meeting is scheduled to be held at the offices of Goodmans LLP, 333 Bay
Street, Suite 3400, Toronto, Ontario at 9:00 a.m. (Toronto time) on December 12,
2011. The record date for determining Shareholders eligible to vote at the
Meeting is November 4, 2011. The Company's information circular being prepared
in connection with the Meeting (the "Information Circular") will include a
summary of the Acquisition Agreement and additional details concerning the
Transaction. The Company expects to mail the Information Circular to beneficial
Shareholders on or about November 21, 2011, at which time it will also be
available on SEDAR (www.sedar.com).


The Company's board of directors, based on the recommendation of a special
committee of independent directors, has unanimously recommended that
Shareholders vote in favour of the Transaction.


On October 25, 2011, in connection with the Transaction, Prime Restaurant
Holdings Inc. ("PRH") converted its 942,686 Class B limited voting shares and
407,333 Class C non-voting shares into an aggregate of 1,350,019 Class A limited
voting shares. Following such conversion, PRH holds approximately 30% of the
outstanding shares eligible to vote on the Transaction at the Meeting. PRH has
entered into a merger support agreement with Cara pursuant to which it has
committed to vote its shares in favour of the Transaction, subject to certain
terms and conditions


About Prime Restaurants Inc.

PRI franchises, owns and operates one of Canada's leading networks of casual
dining restaurants and pubs. With such well-respected brands as East Side
Mario's, Casey's, Fionn MacCool's, D'Arcy McGee's, Paddy Flaherty's, Tir nan Og,
and Bier Markt, PRI has been delivering quality, value and a superior guest
experience for more than thirty years. PRI's Class A limited voting shares are
listed on the Toronto Stock Exchange under the symbol "EAT".


About Cara Operations Limited

Cara Operations Limited (Cara) is Canada's leading branded full service
restaurant organization. The company is more than 125 years old and operates
some of the most recognized brands in the country, including Swiss Chalet
Rotisserie & Grill(R), Harvey's(R), Milestones Grill & Bar(R), Montana's
Cookhouse(R) and Kelsey's Neighbourhood Bar & Grill(R). Canadian-owned and led,
Cara is the restaurant family that brings Canadians together. For more
information visit www.cara.com.


Forward-Looking Statements

The public communications of PRI often include written or oral forward-looking
statements. Statements of this type are included in this news release, and may
be included in filings with Canadian securities regulators, or in other
communications. Forward-looking statements may involve, but are not limited to,
the completion of the Transaction in accordance with its proposed terms,
comments with respect to our objectives for 2011 and beyond, our strategies or
planned future actions, and our targets or expectations for our financial
performance and condition. All statements, other than statements of historical
fact, contained in this news release are forward-looking statements, including,
without limitation, statements regarding the future financial position and
operations, business strategy, plans and objectives of or involving PRI. Readers
can identify many of these statements by looking for words such as "believe",
"expects", "will", "intends", "projects", "anticipates", "estimates",
"continues" and similar words or the negative thereof. Although management
believes that the expectations represented in such forward-looking statements
are reasonable, there can be no assurance that such expectations will prove to
be correct. 


The forward-looking statements contained herein are expressly qualified in their
entirety by this cautionary statement. The forward-looking statements included
in this news release are made as of the date of this news release. Except as
required by applicable securities laws, PRI does not undertake to update any
forward-looking statement, whether written or oral, that may make or that may be
made, from time to time.
Pearl River (TSXV:PRH)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Pearl River Charts.
Pearl River (TSXV:PRH)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Pearl River Charts.