RIO DE JANEIRO--(BUSINESS WIRE)--Brazil Fast Food Corp. (OTC Markets: BOBS) (the “Company”), the second largest fast-food restaurant chain in Brazil with 1,085 points of sale, today announced that the investor group (the "Investor Group") has withdrawn its offer to acquire all outstanding shares of the Company not owned by the Investor Group. The offer was for US$15.50 per share in cash under a merger agreement with the Company. That merger agreement was terminated by the Investor Group this morning following a Company stockholder meeting at which an insufficient number of stockholders voted in favor of the proposal.
In its termination letter to the Company, the Investor Group stated, "We continue to believe that the $15.50 price recommended by the special committee of the board of directors was a fair price, as the independent directors and their financial advisor had determined. In our view, that price became even more attractive since the merger agreement was signed on September 27 because, among other reasons, the Brazilian Real has further depreciated since that time. The unaffiliated stockholders, however, have determined to remain invested in the Company which we take as a vote of confidence in the Company's prospects even in light of the increasingly challenging Brazilian market conditions."
No breakup fee is to be paid in connection with the termination of the proposal.
About Brazil Fast Food Corp.
Brazil Fast Food Corp., through its holding company in Brazil, BFFC do Brasil Participações Ltda. (“BFFC do Brasil”, formerly 22N Participações Ltda.), and its subsidiaries, manage one of the largest food service groups in Brazil and franchise units in Angola and Chile. Operating under (i) the Bob’s brand, (ii) the Yoggi brand, (iii) KFC and Pizza Hut São Paulo, as franchisee of Yum! Brands Brazil, and (iv) Doggis, as master franchisee of Gastronomia & Negócios S.A. (former Grupo de Empresas Doggis S.A.), our subsidiaries are Venbo Comércio de Alimentos Ltda. (“Venbo”), LM Comércio de Alimentos Ltda. (“LM”), PCN Comércio de Alimentos Ltda. (“PCN”), CFK Comércio de Alimentos Ltda. (“CFK”, former Clematis Indústria e Comércio de Alimentos e Participações Ltda.), CFK São Paulo Comércio de Alimentos Ltda. (“CFK SP”), MPSC Comércio de Alimentos Ltda. (“MPSC”), FCK Comércio de Alimentos Ltda. (“FCK”, former Suprilog Logística Ltda.), DGS Comércio de Alimentos Ltda. (“DGS”), Yoggi do Brasil Ltda. (“Yoggi”), Schott Comércio de Alimentos Ltda. (“Schott”), Little Boss Comércio de Alimentos Ltda. (“Little Boss”), CLFL Comércio de Alimentos Ltda. (“CLFL”) and Internacional Restaurantes do Brasil S.A. (“IRB”). IRB has 40% of its capital held by Mascali Participações Ltda., another Brazilian limited liability company, whose main partner is the CEO of IRB.
Safe Harbor Statement
This press release contains forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, and within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known or unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward looking statements. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the disclosures in the Company's financial reports, including the risk factors contained in the Company's most recent annual report and quarterly reports available on its website www.bffc.com.br.