Quality Dining (NASDAQ:QDIN)
Historical Stock Chart
From Jun 2019 to Jun 2024
![Click Here for more Quality Dining Charts. Click Here for more Quality Dining Charts.](/p.php?pid=staticchart&s=N%5EQDIN&p=8&t=15)
Quality Dining Signs Merger Agreement With Fitzpatrick Group to
Take the Company Private
MISHAWAKA, Ind., Nov. 10 /PRNewswire-FirstCall/ -- Quality Dining, Inc.
(NASDAQ:QDIN) today announced that it has entered into a definitive merger
agreement with QDI Merger Corp. pursuant to which a group of five shareholders
led by Company CEO Daniel B. Fitzpatrick will purchase all the outstanding
shares of common stock of Quality Dining owned by the public shareholders. The
purchase by Mr. Fitzpatrick's group, which owns approximately 44.7% of the
outstanding shares, will take the form of a merger in which Quality Dining will
survive as a privately held corporation. The Company's public shareholders, who
own approximately 6.4 million shares, will receive $3.20 in cash in exchange
for each of their shares. This represents a 39% premium over the common stock
price when the Fitzpatrick group first announced its proposal to take the
Company private on June 15, 2004.
In connection with its approval of the merger agreement, Quality Dining's board
of directors received the recommendation, by a vote of three to one, of a
special committee of independent directors formed by the board when the
Fitzpatrick group first made its proposal. Houlihan, Lokey, Howard & Zukin
Financial Advisers, Inc. and Houlihan, Lokey, Howard & Zukin Capital, which
acted as the special committee's financial advisors, have delivered to the
board and the special committee their opinion that the price to be paid in the
merger is fair, from a financial point of view, to the Company's public
shareholders.
The transaction, which is expected to be completed in early 2005, is subject to
customary conditions, including satisfaction of the conditions contained in the
financing commitment letters obtained by the Fitzpatrick group from the
Company's current bank group in the amount of $58 million, and approval by
Quality Dining shareholders and franchisors. Initially, the financing will be
personally guaranteed by Mr. Fitzpatrick. Banc of America Securities LLC is
acting as the financial advisor to the Fitzpatrick group.
In connection with the special meeting of shareholders to be called to vote on
the transaction, each member of the Fitzpatrick group has agreed to vote his
shares in the same proportion, for and against approval of the merger
agreement, as the Company's public shareholders vote their shares at the
special meeting. The merger agreement provides that, if the transaction is not
approved by shareholders at the special meeting, Quality Dining will reimburse
the Fitzpatrick group for its reasonable out-of-pocket expenses in connection
with bringing the transaction to the Company.
This press release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any shares, nor is it a
solicitation of a proxy to vote in connection with the transaction. For more
detailed information about the proposed transaction, interested parties should
read the definitive merger agreement that will be filed as an attachment to a
Form 8-K to be filed with the SEC. In addition, Quality Dining plans to file
with the SEC and mail to its shareholders a proxy statement containing
information about the proposed transaction, in connection with a special
meeting of Quality Dining shareholders that will be held to consider and vote
upon the proposed transaction. Investors and shareholders of Quality Dining are
advised to read the definitive merger agreement and the proxy statement
carefully when they become available because they will contain important
information about the proposed transaction, the persons soliciting proxies
related thereto, their interests in the proposed transaction and related
matters.
Investors and shareholders may obtain free copies of the proxy statement and
other documents filed by Quality Dining (when available) at the SEC's website
at http://www.sec.gov/ . Free copies of the proxy statement will also be
available to investors and shareholders from Quality Dining by directing such
requests to the attention of John C. Firth, Secretary, Quality Dining, Inc.,
4220 Edison Lakes Parkway, Mishawaka, Indiana 46545, 574-271-4600.
Quality Dining, Mr. Fitzpatrick and the members of the shareholder group, and
the other directors and executive officers of Quality Dining, may be deemed to
be participants in the solicitation of proxies from Quality Dining's
shareholders with respect to the proposed transaction. Information regarding
the directors and executive officers of Quality Dining is included in Quality
Dining's Form 10-K for the fiscal year ended October 26, 2003, and in its proxy
statement relating to its 2004 annual meeting of shareholders. In addition,
information regarding the interests of participants in the solicitation will be
set forth in the proxy statement filed with the SEC in connection with the
proposed transaction.
Quality Dining owns the Grady's American Grill(R), Papa Vino's Italian
Kitchen(TM) and Spageddies Italian Kitchen(TM) concepts and operates Burger
King(R) restaurants and Chili's Grill & Bar(R) restaurants as a franchisee. As
of November 10, 2004, the Company operates 124 Burger King restaurants, 39
Chili's Grill & Bar restaurants, three Grady's American Grill restaurants, six
Papa Vino's Italian Kitchen(TM) restaurants, three Spageddies Italian Kitchen
restaurants and one Porterhouse Steaks and Seafood(TM) restaurant.
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are made based upon management's current expectations and
beliefs concerning future developments and their potential effects on the
Company. There can be no assurance that the Company will actually achieve the
plans, intentions and expectations discussed in these forward-looking
statements. Actual results may differ materially. Among the risks and
uncertainties that could cause actual results to differ materially are the
following: the availability and cost of capital to the Company; the ability of
the Company to develop and operate its restaurants; the ability of the Company
to sustain sales and margins in the increasingly competitive environment; the
hiring, training and retention of skilled corporate and restaurant management
and other restaurant personnel; the integration and assimilation of acquired
concepts; the overall success of the Company's franchisors; the ability to
obtain the necessary government approvals and third-party consents; changes in
governmental regulations, including increases in the minimum wage; the results
of pending litigation; and weather and other acts of God. The Company
undertakes no obligation to update or revise any forward-looking information,
whether as a result of new information, future developments or otherwise.
Quality Dining is not responsible for changes made to this document by wire
services or Internet services.
DATASOURCE: Quality Dining, Inc.
CONTACT: John C. Firth, Executive Vice President and General Counsel of
Quality Dining, Inc., +1-574-243-6616