Worldwide Restaurant Concepts (NYSE:SZ)
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Worldwide Restaurant Concepts, Inc. Signs Definitive Merger
Agreement With Affiliates of Pacific Equity Partners Pty Limited
SHERMAN OAKS, Calif., April 29 /PRNewswire-FirstCall/ -- Worldwide Restaurant
Concepts, Inc. (NYSE:SZ) announced today that it has entered into a definitive
merger agreement with affiliates of leading Australasian private equity firm,
Pacific Equity Partners, pursuant to which the affiliates of Pacific Equity
Partners will acquire all outstanding capital stock of Worldwide Restaurant
Concepts for a purchase price of $7.00 per share, based on the merger
consideration formula in the merger agreement using the exchange rate of U.S.
dollar to Australian dollar of 0.7806 on April 28, 2005. The actual per share
merger consideration will be determined by the merger agreement formula using
the U.S. dollar to Australian dollar exchange rate one business day before the
closing date of the merger. The terms of the merger agreement provide that the
per share consideration will vary from a floor of $6.65 if the U.S. dollar to
Australian dollar exchange rate is 0.7339 or below to a high of $7.25 if the
exchange rate is 0.8140 or above. During the past 120 days, the exchange rate
of Australian dollars to the U.S. dollar has varied from a low of 0.7553 to a
high of 0.7984. The merger agreement formula results in 83% of the exchange
rate fluctuation being reflected in the merger consideration, subject to the
minimum and maximum per share prices.
A purchase price of $7.00 represents a 42% premium to the Worldwide Restaurant
Concepts closing price on April 28, 2005 of $4.92 and a 99% premium to the
closing price on December 7, 2004 of $3.52, the day prior to the Company's
announcement of the engagement of Houlihan, Lokey, Howard and Zukin to explore
strategic alternatives to increase shareholder value.
Upon completion of the transaction, the affiliates of Pacific Equity Partners
will own all of the outstanding capital stock of Worldwide Restaurant Concepts
and the stock of Worldwide Restaurant Concepts will no longer be traded
publicly.
The transaction is subject to the approval of WRC's stockholders, as well as
customary closing conditions, including receipt of regulatory approvals and
certain third party consents, including, but not limited to, the approval by
YUM! Brands, Inc. of the transfer of franchise agreements for the Company's
KFC(R) stores in Australia, and receipt by Pacific Equity Partners of equity
and debt financing required to complete the transaction. The transaction is
expected to be completed in the third calendar quarter of 2005.
"After reviewing all our options, we believe that this merger not only offers
the greatest value to our shareholders, but also provides a corporate structure
that will allow our brands to achieve their full potential," commented Chuck
Boppell, CEO of Worldwide Restaurant Concepts.
"Worldwide Restaurant Concepts has a great portfolio of brands and an excellent
track record as a restaurant operator. We are excited about working with the
management team to further develop the business," said Rob Koczkar, Managing
Director of Pacific Equity Partners. Pacific Equity Partners are being advised
by UBS AG.
In connection with the proposed merger, Worldwide Restaurant Concepts will file
a proxy statement with the Securities and Exchange Commission and will mail the
proxy statement to its stockholders. Stockholders and investors are urged to
read the proxy statement regarding the proposed merger when it becomes
available because it will contain important information. Stockholders and
investors may obtain a free copy of the proxy statement (when available) and
other related documents filed by Worldwide Restaurant Concepts with the SEC at
their website at http://www.sec.gov/. The proxy statement (when available) and
the other documents may also be obtained for free by accessing Worldwide
Restaurant Concept's website at http://www.wrconcepts.com/. Worldwide
Restaurant Concepts, Pacific Equity Partners and their respective officers and
directors may be deemed to be participants in the solicitation of proxies with
respect to the transactions contemplated by the merger agreement. Information
about the participants in the solicitation will be set forth in the proxy
statement to be filed with the SEC.
About Worldwide Restaurant Concepts
Worldwide Restaurant Concepts, Inc. operates, franchises or joint ventures 306
Sizzler(R) restaurants worldwide, 112 KFC(R) restaurants located primarily in
Queensland, Australia, and 22 Pat & Oscar's(R) restaurants. Worldwide
Restaurant Concepts reported revenues of $347.2 million (over 70% of which was
generated in Australia) for its fiscal year ended April 30, 2004, and earnings
of $4.0 million, or $0.09 per diluted share. Additional information about the
Company can be found at http://www.wrconcepts.com/.
About Pacific Equity Partners
Pacific Equity Partners is a leading Australasian private equity firm focusing
on buyouts and late stage expansion capital. The firm has been actively
investing since 1998 and currently has over A$700 million of equity funds under
management. Pacific Equity Partners works with management teams, providing
experience and capital resources to grow value in a range of business
situations. Additional information about Pacific Equity Partners can be found
at http://www.pep.com.au/.
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
particularly statements related to enhancing stockholder value through a
possible sale of the Company or other alternatives. These statements relate to
expectations about future events or results and are based upon information
available to the Company as of today's date. They also involve certain risks
and uncertainties regarding the Company's business and operations and the
restaurant industry. These forward-looking statements are not guarantees of
the future performance of the Company and actual events or results may vary
materially from the events and results discussed in this press release or in
any other forward-looking statements made by or on behalf of the Company. The
Company cautions that these forward-looking statements are qualified further by
other important factors, including, but not limited to, the outcome and effects
of the Company's exploration of strategic alternatives and the risks and
cautionary statements set forth in the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 2004 and its other filings with the Securities
and Exchange Commission. The Company disclaims any obligation to update or
revise any of the forward-looking statements contained herein to reflect future
events or developments.
AT THE COMPANY:
Keith Wall Liz Baskerville
Vice President and CFO Director, Planning
(818) 662-9800 (818) 662-9800
AT FINANCIAL RELATIONS BOARD:
Laurie Berman Tricia Ross
General Information Investor/Analyst Contact
(310) 854-8315 (617) 520-7064
DATASOURCE: Worldwide Restaurant Concepts, Inc.
CONTACT: Keith Wall, Vice President and CFO, or Liz Baskerville,
Director, Planning, both of Worldwide Restaurant Concepts, Inc.,
+1-818-662-9800; or General Information, Laurie Berman, +1-310-854-8315, or
Investor/Analyst Contact, Tricia Ross, +1-617-520-7064, both of Financial
Relations Board, for Worldwide Restaurant Concepts, Inc.
Web site: http://www.pep.com.au/
Web site: http://www.wrconcepts.com/