Franchise Group, Inc. Announces Definitive Agreement to Be Acquired by a Consortium Led by Management Group

Franchise Group Common Stockholders to Receive $30.00 per Share in Cash

Transaction Implies 31.9% Premium Over the Unaffected Stock Price Prior to Announcement on March 20, 2023 of Receipt of Unsolicited Third Party Proposal

Transaction Includes a 30 day Go Shop Provision to Solicit Superior Proposals

DELAWARE, Ohio, May 10, 2023 (GLOBE NEWSWIRE) -- Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”), today announced that it has entered into a definitive agreement and plan of merger (the “Merger Agreement”) pursuant to which members of the senior management team of Franchise Group led by Brian Kahn, the Company’s Chief Executive Officer, (collectively with affiliates and related parties of the senior management team, the “Management Group”), in financial partnership with a consortium that includes B. Riley Financial, Inc. and Irradiant Partners, will acquire the approximately 64% of the Company’s issued and outstanding common stock that the Management Group does not presently own or control.  The transaction has an enterprise value of approximately $2.6 billion, including the Company’s net debt and outstanding preferred stock.

Under the terms of the proposed merger, Franchise Group common stockholders, other than the Management Group (the “Public Stockholders”), will receive $30.00 in cash for each share of Franchise Group common stock they hold. This represents a premium of 31.9% to the Company’s unaffected closing common stock price on March 17, 2023, the last trading day before the Company announced the receipt of an unsolicited proposal to acquire the Company from a third party.

“This transaction is an exciting milestone for our company,” said Matt Avril, Chairman of the Board of Directors and the Special Committee of Franchise Group. Mr. Avril continued that “The Special Committee and its advisors conducted an independent process and review of the strategic alternatives available to the Company, with a focus on obtaining the best outcome for public stockholders. We believe the proposed transaction delivers immediate and certain value for public stockholders at a significant premium to the unaffected share price, and we have the flexibility to explore other potential transaction opportunities during the go shop period under the Merger Agreement.”