Frisch’s Restaurants, Inc. (NYSE MKT: FRS) and NRD Partners I, L.P., a private equity fund, announced today an agreement pursuant to which an affiliate of NRD Partners I, L.P. will acquire all of the outstanding shares of Frisch’s Restaurants, Inc. for $34.00 per share in cash, or approximately $175 million.
The transaction is expected to close before the end of September.
The $34.00 per share cash consideration represents a premium of approximately 21% as compared to the closing price of the Company’s common stock on May 21, 2015. Frisch’s will retain the ability to maintain its quarterly dividend policy until the close of the transaction.
The Company’s Board of Directors has determined that the proposed transaction is in the best interest of the Company and its current stockholders and has approved the transaction which is subject to customary closing and receiving regulatory and shareholder approvals. Following completion of the transaction, Craig F. Maier, the Company’s Chief Executive Officer, and Karen F. Maier, the Company’s Vice President of Marketing, will retire but will remain as franchisees of Frisch’s.
“We are pleased to have reached an agreement that maximizes value for our shareholders and ensures the iconic Frisch’s restaurants can continue to provide a full-service family dining experience to our guests,” said Craig Maier, Frisch’s Chief Executive Officer. “This is the culmination of over two years of strategic planning and this is the right transaction for the Company. Frisch’s has been a family operated business since my grandfather opened our first drive-in in 1939. On behalf of my entire family, I’d like to thank our loyal customers for allowing us to serve them ever since.”
“Frisch’s restaurants are among the most classic and adored family restaurants in the country,” said Aziz Hashim, NRD Partners I, L.P.’s chief executive officer. “We are excited to have an opportunity to acquire and implement our franchise growth strategy with this beloved brand.”
Frisch’s is being advised by Raymond James & Associates, Inc., its financial advisor. James R. Cummins and other members of the firm of Cummins & Brown LLC, a Cincinnati-based law firm, are acting as legal counsel to the Company in connection with the transaction. A copy of the merger agreement will be filed with the U.S. Securities and Exchange Commission and can be accessed on line at www.sec.gov.
May 22, 2015