MTY Food Group Inc. Acquires Papa Murphy's Holdings, Inc. for US$190.0 Million

Papa Murphy's is a franchisor and operator of the largest Take 'n' Bake pizza brand and the 5th largest pizza chain in the United States, selling fresh, hand-crafted pizzas ready for customers to bake at home. Image: Papa Murphy's Pizza, Twitter

MONTREAL -- MTY Food Group Inc. and Papa Murphy's Holdings, Inc. recenty announced they have entered into a definitive merger agreement under which MTY would acquire all of the issued and outstanding shares of common stock of Papa Murphy's for cash consideration of US$6.45 per share, representing total transaction value of approximately US$190.0 million (C$253.2 million), including Papa Murphy's net debt outstanding. The purchase price per share of Papa Murphy's common stock implies a premium of 31.9% to the Papa Murphy's closing price on April 10, 2019 and 46.3% to the unaffected Papa Murphy's closing price on November 7, 2018 prior to the announcement by Papa Murphy's that it was conducting a process to explore and evaluate strategic alternatives to maximize shareholder value and had engaged a financial advisor to assist with the review. The terms and conditions of the Merger Agreement were unanimously approved by the boards of directors of both companies. The Transaction is subject to customary closing conditions including receipt of applicable regulatory approvals.

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MTY is a leading franchisor in the North American restaurant industry. MTY's multi-concept model allows MTY to position itself across a broad range of demographic, economic and geographic sectors. As at February 28, 2019, its network had 5,941 locations in operation, mostly all franchised, including over 500 locations operating in 39 countries outside North America.

Papa Murphy's is a franchisor and operator of the largest Take 'n' Bake pizza brand and the 5th largest pizza chain in the United States, selling fresh, hand-crafted pizzas ready for customers to bake at home. In addition to scratch-made pizzas, Papa Murphy's offers a growing menu of grab 'n' go items, including salads, sides and desserts. Papa Murphy's was founded in 1981 and operated 1,331 franchised and 106 corporate-owned stores in 37 U.S. states, Canada and the United Arab Emirates as of December 31, 2018.

Eric Lefebvre, Chief Executive Officer of MTY said, "This is an important transaction for MTY as we add a brand with a differentiated position in pizza to our existing U.S. portfolio. We are thrilled about the prospect of welcoming the Papa Murphy's brand, its franchise partners and employees, to the MTY family. Papa Murphy's is a unique concept with over a 35 year history of providing a superior quality product made with fresh ingredients. We believe the pizza segment is highly attractive due to its size, fragmented nature and growth potential. The Papa Murphy's brand is well loved by its loyal customers and is supported by a strong network of franchise partners. We expect the combination of these two companies and the expertise it brings to produce tremendous opportunities for MTY's U.S. expansion objectives."

"The board of directors and our advisors have thoroughly evaluated all options available to us and are confident that this agreement provides immediate value to our stockholders at a premium over our current share price. Merging our unique, differentiated brand with a global leader in franchised restaurant concepts will accelerate on-going efforts to enhance our convenience and relevance and maintain our position as the number one Take 'n' Bake pizza chain in the United States." said Jean Birch, Chairperson of the board of directors of Papa Murphy's.

Transaction Highlights

• Strengthens MTY's leading portfolio of brands through the acquisition of the 5th largest pizza chain in the U.S.
  • Leading Take 'n' Bake pizza concept serving award-winning, superior quality products made with fresh ingredients.
  • Increasing MTY's exposure to the robust and growing U.S. pizza market.
  • MTY's combined network to have approximately 7,378 locations globally after completion of the Transaction with future runway for growth.
• Complements MTY's U.S. operations and reduces seasonality of its results.
  • Papa Murphy's had US$809 million System-wide Sales for the twelve-month period ended December 31, 2018.
  • Papa Murphy's generated US$22.3 million in Adjusted EBITDA for the twelve-month period ended December 31, 2018.
• Strategically timed as Papa Murphy's system is building momentum after implementation of refreshed corporate strategy and refocus on the brand.
  • MTY anticipates working with Papa Murphy's to make capital investments focused on growing top line sales and increasing franchise partner profitability.
• MTY welcomes a seasoned management team and looks forward to building on Papa Murphy's employees' expertise and maintaining the current support center in Vancouver, WA.
• Expected to be immediately accretive to MTY's EBITDA and cash flow per share.
• MTY remains committed to pursuing its acquisition strategy. Pro Forma MTY is expected to continue to generate significant cash flow allowing for deleveraging and providing liquidity to pursue future M&A opportunities.

National Bank Financial Inc. is acting as exclusive financial advisor to MTY and Fasken Martineau DuMoulin LLP and Morrison & Foerster LLP are acting as its legal advisors. North Point Advisors LLC is acting as exclusive financial advisor to Papa Murphy's and Perkins Coie LLP is acting as its legal advisor.

SOURCE MTY Food Group Inc.