Baja Fresh & La Salsa Go 2 MTY

MTY Food Group Inc. announced today that one of its wholly-owned subsidiaries has signed an agreement to acquire all of the equity interest of BF Acquisition Holdings, LLC. (“BFAH”) (www.bajafresh.com and www.lasalsa.com).

Stanley Ma, Chairman of the Board and Chief Executive Officer of MTY, said: “Following the addition of Kahala last month, MTY intends to continue and accelerate its growth throughout North America, leveraging both its US platforms and Canadian platforms to acquire profitable restaurant concepts. The acquisition of Baja Fresh Mexican Grill and La Salsa Fresh Mexican Grill perfectly aligns with our growth strategy and is one more step towards building a bigger and better organization for the future.”

Transaction and rationale

BFAH currently franchises and operates 162 Baja Fresh Mexican Grill (“Baja”) and 23 La Salsa Fresh Mexican Grill (“La Salsa”) restaurants in the USA, Dubai and Singapore. Of those 185 restaurants, 16 are corporately-owned and 169 are franchised. During 2015, the BFAH network generated over US$145 million in system sales.

The acquisition of Baja and La Salsa represents another major milestone for MTY as it solidifies its presence in the United States and confirms MTY’s appetite for good quality acquisition opportunities regardless of the geographical location of their restaurants.

Following the transaction, BFAH’s head office will be moved in MTY’s office in Scottsdale, Arizona. The transition is expected to happen before the end of MTY’s 2016 fiscal period.
Conditions and regulatory approvals
The agreement is binding but remains subject to multiple conditions, including standard regulatory approvals, financing and other conditions customary for a transaction of this nature.

Financing

Total consideration for the transaction is estimated at US$27 million in cash, to be financed using MTY’s existing credit facilities. The final purchase price remains subject to customary working capital adjustments.

Closing of the transaction

The closing of the transaction is expected to happen within the next 30 days. There is no assurance the transaction will be completed as described above or at all, or that the anticipated closing date will materialize.

September 9, 2016