Bojangles’, Inc. (“Bojangles’” or the “Company”) (NASDAQ: BOJA)
announced that at a special meeting of stockholders held earlier
today at Bojangles’ corporate offices, the Company’s stockholders
voted to adopt the merger agreement pursuant to which the Company
would be acquired by Durational Capital Management LP and The
Jordan Company, L.P. in an all-cash transaction, which was first
announced on November 6, 2018.
Approximately 33.4 million shares voted at the
special meeting were voted in favor of the proposal to adopt the
merger agreement, representing over 88% of the outstanding shares
of Bojangles’ common stock entitled to vote at the special meeting.
The Company will file the final vote results with the Securities
and Exchange Commission on a Form 8-K.
Under the terms of the merger agreement,
Bojangles’ stockholders will be entitled to receive $16.10 per
share in cash upon completion of the merger, which remains subject
to the satisfaction of customary closing conditions.
The transaction is expected to close in the
first fiscal quarter of 2019. Upon closing of the transaction,
Bojangles’ common stock will cease trading on the NASDAQ Global
Select Market, and Bojangles’ will continue to be operated as an
independent, privately-held company and will remain based in
Charlotte, N.C.
AdvisorsBofA Merrill Lynch
acted as financial advisor and Shearman & Sterling LLP acted as
legal counsel to Bojangles’ and its Board of Directors. Houlihan
Lokey also acted as financial advisor to Bojangles’ and its Board
of Directors.
Citigroup Global Markets Inc. served as
financial advisor to the consortium and, together with KKR Capital
Markets LLC, provided fully committed financing in support of the
transaction. Akin Gump Strauss Hauer & Feld LLP, Kirkland &
Ellis LLP, and Seyfarth Shaw LLP acted as legal counsel in
connection with the transaction.
About Bojangles’,
Inc.Bojangles’, Inc. is a highly differentiated and
growing restaurant operator and franchisor dedicated to serving
customers high-quality, craveable food made from our Southern
recipes, including breakfast served All Day, Every Day. Founded in
1977 in Charlotte, N.C., Bojangles’® serves menu items such as
made-from-scratch biscuit breakfast sandwiches, delicious
hand-breaded bone-in chicken, flavorful fixin’s (sides) and
Legendary Iced Tea®. At December 30, 2018, Bojangles’ had 759
system-wide restaurants, of which 319 were company-operated and 440
were franchised restaurants, primarily located in the Southeastern
United States. For more information, visit
www.bojangles.com or follow Bojangles’ on Facebook, Instagram
and Twitter.
About Durational Capital Management
LPBased in New York, Durational Capital Management LP is
an investment firm that invests in high quality consumer
companies. Durational approaches its investments with a
strategic mindset and focuses on driving long-term value creation
through partnership with top tier management teams and actively
supporting management to drive operational improvements. The firm
was founded in 2017, and its investment professionals have
extensive experience investing in the consumer sector. For more
information, visit: www.durational.com.
About The Jordan Company,
L.P.The Jordan Company, founded in 1982, is a
middle-market private equity firm that has managed funds with
original capital commitments in excess of $11 billion since 1987
and a 36-year track record of investing in and contributing to the
growth of many businesses across a wide range of industries
including Industrials, Transportation & Logistics, Healthcare,
Consumer, and Telecom, Technology & Utility. The senior
investment team has been investing together for over 20 years and
it is supported by the Operations Management Group, which was
established in 1988 to initiate and support operational
improvements in portfolio companies. Headquartered in New York, TJC
also has an office in Chicago. For more information, visit:
www.thejordancompany.com.
Forward-Looking StatementsThis
communication may contain “forward-looking statements” within the
meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements are
typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may,” or by variations of such words or by
similar expressions or the negative thereof. Actual results may
vary materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the merger,
including the risks that (a) the merger may not be consummated
within the anticipated time period, or at all, (b) the conditions
to the consummation of the merger under the merger agreement may
not be satisfied, and (c) the significant limitations on remedies
contained in the merger agreement may limit or entirely prevent
Bojangles’ from specifically enforcing obligations of Walker
Parent, Inc. (“Parent”), an investment vehicle of Durational
Capital Management LP and The Jordan Company, L.P., under the
merger agreement or recovering damages for any breach by Parent;
(2) the effects that any termination of the merger agreement may
have on Bojangles’ or its business, including the risks that (a)
Bojangles’ stock price may decline significantly if the merger is
not completed, (b) the merger agreement may be terminated in
circumstances requiring Bojangles’ to pay Parent a termination fee,
or (c) the circumstances of the termination, including the possible
imposition of a 12-month tail period during which the termination
fee could be payable upon certain subsequent transactions, may have
a chilling effect on alternatives to the merger; (3) the effects
that the announcement or pendency of the merger may have on
Bojangles’ and its business, including the risks that as a result
(a) Bojangles’ business, operating results or stock price may
suffer, (b) Bojangles’ current plans and operations may be
disrupted, (c) Bojangles’ ability to retain or recruit key
employees may be adversely affected, (d) Bojangles’ business
relationships (including, customers, franchisees and suppliers) may
be adversely affected, or (e) Bojangles’ management’s or employees’
attention may be diverted from other important matters; (4) the
effect of limitations that the merger agreement places on
Bojangles’ ability to operate its business, return capital to
stockholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against Bojangles’ and others; (6) the risk that the
merger and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
Bojangles’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, as updated or supplemented by subsequent reports
that Bojangles’ has filed or files with the SEC, including
Bojangles’ Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2018. Potential investors, stockholders and
other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they are made. Neither Parent nor Bojangles’ assumes any
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
For Investor Relations
Inquiries:Raphael Gross of ICR203.682.8253
For Media Inquiries:Brian Little of Bojangles’ Restaurants,
Inc.704.519.2118
David Millar/Danya Al-QattanSard Verbinnen &
Co212.687.8080
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