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Form SC 14D9 BBQ HOLDINGS, INC. Filed by: BBQ HOLDINGS, INC.

August 9, 2022 7:40 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

 

 

BBQ HOLDINGS, INC.

(Name of Subject Company)

 

 

BBQ HOLDINGS, INC.

(Names of Persons Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05551A109

(CUSIP Number of Class of Securities)

Jeffery Crivello

Chief Executive Officer

BBQ HOLDINGS, INC.

12701 Whitewater Drive, Suite 100

Minnetonka, Minnesota 55343

(952) 294-1300

(Name, address and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

W. Todd Carlisle

David W. Drum

Dentons Sirote PC

2311 Highland Avenue South

Birmingham, AL 35205

(205) 930-5100

 

 

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of BBQ Holdings, Inc. (the “Company”), a Minnesota corporation by Grill Merger Sub, Inc. (“Merger Sub”), a Minnesota corporation and a wholly owned subsidiary of MTY Franchising USA, Inc. (“Parent”), a Tennessee corporation, pursuant to the terms of the Agreement and Plan of Merger dated August 8, 2022 (as it may be amended from time to time, the “Merger Agreement”), among Parent, Merger Sub and the Company.

 

EXHIBIT
NUMBER
   DESCRIPTION OF EXHIBIT
99.1    Jeffery Crivello email to Famous Dave’s Franchise Partners, dated August 9, 2022.
99.2    Jeffery Crivello email to Village Inn Franchise Partners, dated August 9, 2022.
99.3    Jeffery Crivello email to Famous Family, dated August 9, 2022.

Important Information

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is not a recommendation, an offer to purchase, or a solicitation of an offer to sell shares of the Company’s common stock. The solicitation and the offer to purchase shares of the Company’s common stock will only be made pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

Stockholders of the Company are advised to read the Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement on Schedule 14D-9, as each may be amended or supplemented from time to time, and any other relevant documents filed with the SEC when they become available, before making any decision with respect to the tender offer because these documents will contain important information about the proposed transactions and the parties thereto.

Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov or by visiting the Company’s Investor Relations website at https://ir.bbqholdco.com/ or by contacting the Company’s Investor Relations Department by phone at 952-294-1300 or by e-mail at [email protected].

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance, and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections, and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result, actual future results and trends may differ materially from what is forecast in forward-looking statements. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the possibility that prior to the completion of the proposed transaction, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, franchisees, suppliers and others with whom it does business, and its operating results and business generally; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the Schedule TO, Schedule 14D-9 and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Exhibit 99.1

Dear Franchise Partners:

I am pleased to announce today that BBQ Holdings, Inc. (the “Company”) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (“MTY”) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 12:00 p.m. Central Time (meeting invite to follow). The floor will be open for questions and you will have an opportunity to hear first-hand from Eric Lefebvre, MTY’s CEO, why MTY is excited about their investment in our Company.

MTY has over 40 years of extensive experience in the North American restaurant industry. As a franchisor with approximately 6,660 locations under 80 different banners across the globe, including sizable footprints in the United States and Canada, they understand and embrace the importance of delivering quality products and providing an exceptional customer experience.

As our senior management team learns more about MTY, we are excited about the possibilities ahead for continuing to improve the strength and breadth of our brands as we continue the execution of our three pillars of growth, which we believe align very closely with MTY’s vision. With more than 80 brands, MTY brings vast buying power and a team of industry leaders who will provide additional support to our franchise partners. MTY has expressed a desire to enhance our efforts to strengthen our brands. We also believe that MTY’s portfolio of 80 different banners will bring increased access to idea sharing (they have an impressive innovation and R&D track record) and operational support.

We look forward to sharing more information with you about this next promising chapter in the evolution of our brand.

Sincerely,

Jeff

 

Exhibit 99.2

Dear Franchise Partners:

I am pleased to announce today that BBQ Holdings, Inc. (the “Company”) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (“MTY”) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 1:00 p.m. Central Time (meeting invite to follow). The floor will be open for questions and you will have an opportunity to hear first-hand from Eric Lefebvre, MTY’s CEO, why MTY is excited about their investment in our Company.

MTY has over 40 years of extensive experience in the North American restaurant industry. As a franchisor with approximately 6,660 locations under 80 different banners across the globe, including sizable footprints in the United States and Canada, they understand and embrace the importance of delivering quality products and providing an exceptional customer experience.

As our senior management team learns more about MTY, we are excited about the possibilities ahead for continuing to improve the strength and breadth of our brands as we continue the execution of our three pillars of growth, which we believe align very closely with MTY’s vision. With more than 80 brands, MTY brings vast buying power and a team of industry leaders who will provide additional support to our franchise partners. MTY has expressed a desire to enhance our efforts to strengthen our brands. We also believe that MTY’s portfolio of 80 different banners will bring increased access to idea sharing (they have an impressive innovation and R&D track record) and operational support.

We look forward to sharing more information with you about this next promising chapter in the evolution of our brand.

Sincerely,

Jeff

Exhibit 99.3

Dear Famous Family:

I am pleased to announce today that BBQ Holdings, Inc. (the “Company”) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (“MTY”) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 10:00 a.m. Central Time (meeting invite to follow). We have many wins on the board, and a lot of momentum to build from.

I am excited to open the floor for questions, and you will also have an opportunity to hear first-hand from Eric Lefebvre, MTY’s CEO, why he is excited about their investment in our Company.

MTY has over 40 years of extensive experience in the North American restaurant industry. As a franchisor with approximately 6,660 locations under 80 different banners across the globe, including sizable footprints in the United States and Canada, they aspire to support franchisee profitability, to deliver quality products, and to provide an exceptional customer experience.

I look forward to the possibilities ahead for continuing to improve the strength and breadth of our brands as we execute of our three pillars of growth, which we believe align very closely with MTY’s vision. MTY has expressed a desire to enhance our efforts to strengthen our brands.

I am confident that MTY’s portfolio of 80 different banners will bring increased access to idea sharing and operational support.

We look forward to the conversation and this next promising chapter in the evolution of our company.

Sincerely,

Jeff



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