Back Yard Burgers (MM) (NASDAQ:BYBI)
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Back Yard Burgers, Inc. (NASDAQ: BYBI) announced today that it has
established a record date and special meeting date for its stockholders
to consider and vote on a proposal to adopt the previously announced
merger agreement providing for the acquisition of Back Yard Burgers by
BBAC, LLC, and, if necessary, to adjourn the meeting until a later date
or dates to permit further solicitation and vote of proxies. Back Yard
Burgers’ stockholders of record at the close
of business on Friday, July 6, 2007, will be entitled to notice of the
special meeting and to vote on the proposal. The special stockholder
meeting will be held on Friday, August 3, 2007, in Memphis, Tennessee.
The exact time and place of the special meeting will be set forth in
Back Yard Burgers’ proxy statement which is
expected to be mailed the week of July 9, 2007.
About Back Yard Burgers
Back Yard Burgers operates and franchises quick-service restaurants in
20 states, primarily in markets throughout the Southeast region of the
United States. The restaurants specialize in charbroiled, freshly
prepared, great-tasting food. As its name implies, Back Yard Burgers
strives to offer the same high-quality ingredients and special care
typified by outdoor grilling in the backyard. Its menu features
made-to-order gourmet Black Angus hamburgers and chicken sandwiches -
charbroiled over an open flame, fresh salads, chili and other specialty
items, including hand-dipped milkshakes, fresh-made lemonade and
fresh-baked cobblers.
About the Transaction
This press release is not a proxy statement or a solicitation of proxies
from the holders of Back Yard Burgers’ common
stock or preferred stock. In connection with the proposed merger, Back
Yard Burgers will file a proxy statement with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
a free copy of the proxy statement (when available) and other documents
filed by Back Yard Burgers, Inc. at the Securities and Exchange
Commission’s Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for
free by directing such request to Back Yard Burgers, Inc., Investor
Relations, 1657 N. Shelby Oaks Drive, Memphis, Tennessee 38134,
telephone: (901) 367-0888 or on the investor relations page of Back Yard
Burgers’ website at http://www.backyardburgers.com.
Back Yard Burgers and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders in
connection with the proposed merger. Information regarding the interests
of Back Yard Burgers’ participants in the
solicitation will be included in the proxy statement relating to the
proposed merger when it becomes available.
Forward-looking Statements
Certain statements contained in this press release are “forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Back Yard Burgers intends
these forward-looking statements to be covered by the safe harbor
provisions established by the Private Securities Litigation Reform Act
of 1995. This press release contains forward-looking statements within
the meaning of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include statements regarding expectations as
to the completion of the merger and the other transactions contemplated
by the merger agreement. Investors are cautioned that forward-looking
statements are not guarantees of future performance or results and
involve risks and uncertainties that cannot be predicted or quantified
and, consequently, the actual performance of Back Yard Burgers may
differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but
are not limited to, the following factors, as well as other factors
described from time to time in our reports filed with the Securities and
Exchange Commission (including the sections entitled “Risk
Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
contained therein): the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with BBAC, LLC and BBAC Merger Sub, Inc.; the outcome of any
legal proceedings that may be instituted against the Company related to
the merger agreement; the inability to complete the merger due to the
failure to obtain stockholder approval for the merger or the failure to
satisfy other conditions to completion of the merger, including the
failure to obtain the necessary financing arrangements set forth in the
debt and equity commitment letters delivered pursuant to the merger
agreement; risks that the proposed transaction disrupts current plans
and operations; the potential difficulties in employee retention as a
result of the merger; and the impact of the indebtedness to be incurred
to finance the consummation of the merger.
Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of
the date made. Back Yard Burgers, Inc. disclaims any obligation to
update the forward-looking statements. You are cautioned not to place
undue reliance on these forward-looking statements which speak only as
of the date stated, or if no date is stated, as of the date of this
press release.