MTY Food Group Inc. announced that it has completed the acquisition of BBQ Holdings, Inc. through the consummation of a merger of its wholly-owned subsidiary, Grill Merger Sub, Inc., with and into BBQ Holdings without a vote of the BBQ Holdings stockholders in accordance with Section 302A.613(4) of the Minnesota Business Corporation Act (the “MBCA”).
In the merger, each share of BBQ Holdings’ common stock outstanding immediately prior to the effective time of the merger (other than any shares held in the treasury of BBQ Holdings, owned by MTY or any of its respective subsidiaries or held by any BBQ Holdings’ shareholder who has validly exercised its dissenter’s rights under the MBCA) has been converted into the right to receive US $17.25 per share, net to the seller in cash, without interest and subject to any tax withholdings. As a result of the merger, BBQ Holdings became an indirect wholly-owned subsidiary of MTY. BBQ Holdings’ support center will continue to be located and operated in Minnetonka, Minnesota.
As a result of the acquisition, shares of common stock of BBQ Holdings ceased trading prior to the open of the market on September 28, 2022 and will no longer be listed on the Nasdaq Stock Market.
National Bank Financial Inc. acted as sole financial advisor to MTY, and Morrison & Foerster LLP acted as its legal advisor. Kroll, LLC acted as financial advisor to BBQ Holdings, and Dentons Sirote PC and Lathrop GPM LLP acted as BBQ Holdings’ legal advisors.
In connection with the consummation of the merger, each of Bryan Wolff, Charles Davidson, Peter Haeg, and Rachel Maga, resigned from the Board of Directors of the company (the “Board”) and from the board of directors of any subsidiary of the company and from all committees thereof on which such directors served, effective as of the Effective Time.
The MoFo team advising MTY on the transaction was led by San Diego corporate partners Shai Kalansky and Steve Rowles, together with San Diego associates Andrew Dixon, Patrick Boyle, Carey Hughes, and Brooke Maker. The wider team included New York executive compensation partner Joshua Lerner, San Francisco securities enforcement partner Robert May, San Francisco technology transactions partner Justin Haan, Washington, D.C. antitrust partner Vishal Mehta, and New York tax partner Dave Sturgeon.
On September 27, 2022, pursuant to the Merger Agreement, and in connection with the consummation of the Merger, the directors of Merger Sub became the directors of the company. The new members of the company’s Board are Eric Lefebvre, Renee St-Onge and Jeff Smit. In addition to the directors of Merger Sub, Parent has appointed Jeffery Crivello to the Board, effective as of the Effective Time. Following completion of the Merger, the Board appointed the following new officers of the Company: Eric Lefebvre, as President and Chief Executive Officer, Renee St-Onge as Treasurer and Chief Financial Officer, Jeff Smit as Vice President, and Jenny Moody as Secretary. In addition, the Board appointed the Company’s former Chief Executive Officer, Jeffery Crivello, as Co-Chief Operating Officer and the Company’s former Chief Operating Officer, Albert Hank, as Co-Chief Operating Officer.