MTY Food Group Inc. Successfully Completes Acquisition of BBQ Holdings, Inc.

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MONTREAL, September 27, 2022 /CNW Telbec/ – MTY Food Group Inc. (“MTY”) (TSX: MTY) is pleased to announce that it has completed the acquisition of BBQ Holdings, Inc. (“BBQ Holdings”) (NASDAQ: BBQ) by consummating a merger of its wholly-owned subsidiary, Grill Merger Sub, Inc. (“Merger Sub”), with and into BBQ Holdings without a vote of BBQ Holdings shareholders pursuant to Section 302A.613(4) of the Minnesota Business Corporations Act (the “LCCOM”). In connection with the merger, each outstanding share of BBQ Holdings common stock immediately prior to the effective time of the merger (except for shares held in BBQ Holdings treasury, held by MTY or one of its respective subsidiaries or held by any BBQ Holdings’ shareholder who has validly exercised his dissenting rights under the MBCA) has been converted into the right to receive $17.25 per share, net to the seller in cash, without interest and subject to any withholding tax. Following the merger, BBQ Holdings became an indirect wholly-owned subsidiary of MTY. The BBQ Holdings Support Center will continue to be located and operated at Minnetonka, Minnesota.

Following the acquisition, the common shares of BBQ Holdings ceased trading before the market opened on September 28, 2022 and will no longer be listed on the Nasdaq Stock Market.

National Bank Financial Inc. acted as sole financial advisor to MTY and Morrison & Foerster LLP acted as legal advisor. Kroll, LLC acted as financial advisor to BBQ Holdings and Dentons Sirote PC and Lathrop GPM LLP acted as legal advisors to BBQ Holdings.

About MTY

MTY franchises and operates quick service and casual dining restaurants under more than 80 different banners in Canada, United States and internationally. Situated at Montreal, MTY is a family whose heart beats to the rhythm of its brands, the very soul of its multi-brand strategy. For more than 40 years, it has grown its presence by delivering new restaurant concepts and by making acquisitions and strategic alliances that have allowed it to reach new heights year after year. By combining new trends and operational know-how, the brands that form MTY now touch the lives of millions of people each year. With more than 6,900 locations in operation, MTY’s many brands hold the key to meeting the different tastes and needs of today’s and tomorrow’s consumers.

For more information about MTY or the transaction, please contact Eric LefebvreCEO at 1-514-336-8885 or by email at [email protected] or visit our website, https://mtygroup.com or the SEDAR website at www.sedar.com as MTY.

About BBQ Holdings

BBQ Holdings, Inc. (NASDAQ: BBQ) is an international restaurant company engaged in franchising and operating fast casual restaurants. BBQ Holdings owns multiple brands with over 100 company-owned locations and over 200 franchised locations, including shadow kitchens operating out of another restaurant’s kitchen or shared kitchen space. As BBQ Holdings continues to diversify its ownership into the restaurant community, it was founded with the principle of combining the “art and science” of barbecue to serve the best of the best to barbecue lovers everywhere. In addition to a wide variety of barbecue favorites, BBQ Holdings also operates Granite City Food and Brewery restaurants that feature award-winning craft beer and a chef-led, made-from-scratch menu featuring contemporary American cuisine. Village Inn and Bakers Square add a legendary family dining element to BBQ Holdings specializing in breakfast and pies. Tahoe Joe’s is known for its steaks and chops cooked on an open wood pellet grill. Recently acquired Barrio Queen is adding authentic Mexican cuisine, and Famous Craft Concepts brands are adding bar-centric restaurants to further diversify BBQ Holdings’ portfolio.

For more information about BBQ Holdings or the transaction, please contact [email protected] or visit our website, https://ir.bbqholdco.com/ or the SEC website at www.sec.gov as BBQ Holdings.

Forward-looking information
Certain information contained in this communication constitutes “forward-looking” information that involves known and unknown risks and uncertainties, future expectations and other factors that may cause MTY’s actual results, performance or achievements, MTY Franchising UNITED STATES, Inc., Merger Sub, BBQ Holdings or the combined company may differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. All statements other than statements of historical facts included in this communication may constitute forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “anticipate”, “estimate”, “may”, “will”, “expect”, “believe”, “plan” or variations of these words and phrases, or by the use of words or phrases which indicate that certain actions, events or results can, might, might occur or be achieved. These forward-looking statements are not facts or guarantees of future performance, but only reflect estimates and expectations of MTY, MTY Franchising UNITED STATESInc., Merger Sub and BBQ Holdings and involve a number of risks, uncertainties and assumptions.

The forward-looking information contained in this communication reflects MTY’s commitments, MTY Franchising UNITED STATES, Inc., Merger Sub’s current expectations and assumptions regarding future events and operating performance and speak only as of the date of this communication. While these assumptions and expectations are believed to be reasonable, a number of factors could cause actual results, level of activity, performance or achievements to differ materially from MTY’s expectations and assumptions, MTY Franchising UNITED STATESInc., Merger Sub and BBQ Holdings, including those discussed in MTY’s public filings available at www.sedar.com and in particular in its most recent annual information form under the heading “Risk factors” and in its management report for its fiscal year ended November 30, 2021 under “Risk and Uncertainties” and in BBQ Holdings’ public filings with the SEC, available at ww.sec.gov, including under those discussed under “Risk Factors” in BBQ Holdings’ most recent Annual Report on Form 10 -K for completed exercise January 2, 2022.

Readers are further cautioned not to place undue reliance on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which it is based will occur. The forward-looking information contained in this communication is expressly qualified by this cautionary statement. Except as required by law, neither MTY nor MTY Franchising UNITED STATESInc., Merger Sub or BBQ Holdings assumes any obligation to update or revise forward-looking information to reflect new events or circumstances.

SOURCE MTY Food Group Inc.

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