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     395  0 Kommentare ISS and Glass Lewis Issue Recommendations "For" the Proposed Going Private Transaction for Brazil Fast Foods

    RIO DE JANEIRO, BRAZIL--(Marketwired - April 24, 2015) - Brazil Fast Food Corp. (OTC PINK: BOBS) ("Brazil Fast Food" or the "Company") today announced that independent advisory firms Glass Lewis and Institutional Shareholder Services have both issued reports recommending that shareholders vote "For" the proposed merger agreement with Queijo Holding Corp. ("Queijo Holding").

    Under the terms of this agreement, Queijo Holding, a company that represents stockholders that constitute a controlling interest in the Company (the "Controlling Stockholders"), will acquire all of the shares that the Controlling Stockholders do not currently own for a cash price of $18.30 per share.

    The merger is contingent on a vote in favor of the merger agreement by the majority of those shares not held by Queijo Holding or its affiliates ("the Controlling Stockholders.") The merger agreement has been unanimously approved by the company's Board of Directors following the recommendation of a Special Committee composed of two independent and disinterested directors, with the advice of independent financial advisors.

    Brazil Fast Foods will be holding a special meeting of its stockholders on April 30th, 2015 at 10:00 a.m. Eastern time (11:00 a.m. local time), at the company's headquarters at Rua Voluntários da Pátria 89, Botafogo, Rio de Janeiro, RJ, Brazil at which holders of the company's common stock will be asked to vote on the merger agreement. In advance of the meeting, the company has distributed a proxy statement dated March 31, 2015 and urges all shareholders to vote either in person, by mailing in the proxy card distributed with the proxy statement, by telephone or over the internet.

    If you are a shareholder who has not received a proxy card and wishes to vote please call +1 (866) 822-1236 or e-mail bffc@dfking.com

    In their recommendation that stockholders vote "For" the transaction, Glass Lewis noted: "Given the related party nature of the proposed transaction, we believe the board took appropriate measures to protect minority shareholders, including by forming an independent committee to oversee the process and by including a majority of the minority voting provision. Financially, the proposed purchase price appears compelling in the independent advisor's discounted cash flows and comparable companies/precedent transactions analyses and implies a one-day premium that falls generally in-line with premiums paid in other take-private transactions."

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    ISS and Glass Lewis Issue Recommendations "For" the Proposed Going Private Transaction for Brazil Fast Foods RIO DE JANEIRO, BRAZIL--(Marketwired - April 24, 2015) - Brazil Fast Food Corp. (OTC PINK: BOBS) ("Brazil Fast Food" or the "Company") today announced that independent advisory firms Glass Lewis and Institutional Shareholder Services have both …