The Habit Restaurants, Inc. (NASDAQ: HABT) (“The Habit Burger
Grill” or the “Company”) announced today that it’s previously
announced Special Meeting of Stockholders to approve its proposed
merger with YUM! Brands, Inc. (“Yum! Brands” or “Parent”) will
occur as scheduled, at 9:00 a.m. PST on March 18, 2020 at the
Atrium Hotel at 18700 MacArthur Blvd, Irvine, CA 92612. Due
to the emerging public health impact of the coronavirus (COVID-19)
outbreak, and a recent order from the Health Officer of Orange
County, CA restricting public and private gatherings of persons,
subject to certain exceptions, as well as to support the health and
well-being of its stockholders, The Habit Burger Grill is making a
provision to allow stockholders who attend the special meeting in
person to participate telephonically.
The Habit Burger Grill has received proxies
supporting its proposed merger with Yum! Brands representing more
than 71% of its outstanding common stock, which is well in excess
of the required amount to approve the transaction.
For those who intend to attend the meeting, The
Habit Burger Grill will provide you when you arrive the following
number to call to participate in the meeting:
Toll Free: (877) 425-9470Toll/International:
(201)-389-0878Conference ID: 13700677
If you plan to vote in person at the Special
Meeting, you will need to present proof of ownership of shares of
common stock, such as a bank or brokerage account statement, and a
form of personal identification. If you wish to vote in person, the
Inspector of Election from American Stock Transfer and Trust
Company will make available a ballot for you at the Atrium Hotel at
18700 MacArthur Blvd., Irvine, CA 92612. Upon completing the
ballot, you must return the ballot to the Inspector of Election
from American Stock Transfer and Trust Company, at 18700 MacArthur
Blvd., Irvine, CA 92612. If you hold your shares in “street name,”
you may not vote your shares in person at the Special Meeting
unless you obtain a “legal proxy” from your bank, broker or other
nominee.If you attend the Special Meeting and vote in person by
ballot, your vote will revoke any proxy previously
submitted.
About The Habit Burger Grill
The Habit Burger Grill is a burger-centric,
fast-casual restaurant concept that specializes in preparing fresh,
made-to-order chargrilled burgers and sandwiches featuring USDA
choice tri-tip steak, grilled chicken and sushi-grade tuna cooked
over an open flame. In addition, it features fresh made-to-order
salads and an appealing selection of sides, shakes and malts. The
Habit Burger Grill was recently named Best Regional Fast Food in
USA Today’s 2019 Best Readers’ Choice Awards. The first Habit
Burger Grill opened in Santa Barbara, California, in 1969. The
Habit has since grown to over 270 restaurants, including locations
in 13 states throughout California, Arizona, Utah, New Jersey,
Florida, Idaho, Virginia, Nevada, Washington, Maryland,
Pennsylvania, North Carolina and South Carolina, as well as seven
international locations. More information is available at
www.habitburger.com.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this communication contain
“forward-looking statements” within the meaning of the federal
securities laws, including the Private Securities Litigation Reform
Act of 1995. In some cases, words such as “anticipates,” “expects,”
“intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,”
“could,” “should,” “seeks,” “estimates” and variations on these
words and similar expressions may identify such forward-looking
statements, although not all forward-looking statements contain
these words. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current
facts. Forward-looking statements are based on current
expectations, estimates, assumptions, or projections concerning
future results or events, including, without limitation, the
projected closing date for the transaction, the anticipated
benefits of the transaction, and the future earnings and
performance of Parent, or any of its businesses. Forward-looking
statements are neither predictions nor guarantees of future events,
circumstances, or performance and are inherently subject to known
and unknown risks, uncertainties and assumptions that could cause
actual results to differ materially from those indicated by those
statements. We cannot assure you that any of the expectations,
estimates, or projections expressed herein will be achieved.
Numerous factors related to the transaction could cause actual
results and events to differ materially from those expressed or
implied by forward-looking statements, including, without
limitation: the risk that the proposed transaction may not be
completed in a timely manner or at all; the failure to satisfy any
of the conditions to the consummation of the proposed transaction,
including the adoption of the merger agreement by the shareholders
of the Company; the timing to consummate the proposed transaction;
the occurrence of any event, change, or other circumstance that
could give rise to the termination of the merger agreement between
the parties; the effect of the pendency of the proposed transaction
on Parent and the Company’s business relationships, operating
results and business generally; the risk that the proposed
transaction may disrupt current plans and operations and the
potential difficulties in employee retention as a result of the
proposed transaction; the ability to achieve the synergies and
value creation contemplated; Parent’s ability to promptly and
effectively integrate the Company’s businesses; the risk that
revenues following the transaction may be lower than expected; the
risk that operating costs and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees and suppliers) may be greater than expected; the
assumption of unexpected risks and liabilities; the outcome of any
legal proceedings that have been or may be instituted related to
the proposed transaction; the diversion of and attention of
management of both Parent and the Company on transaction-related
issues; the success of Parent’s refranchising strategy; and the
other factors discussed in “Risk Factors” in Parent’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 25, 2019 and subsequent filings with the SEC made by both
Parent and the Company, which are available at http://www.sec.gov.
Parent and the Company assume no obligation to update the
information in the communication, except as otherwise required by
law. Accordingly, you should not place undue reliance on these
forward-looking statements.
Additional Information and Where to Find
It
In connection with the proposed merger under the
Agreement and Plan of Merger entered into by the Company, Parent,
and YEB Newco Inc. (the “Merger”), the Company filed with the SEC a
Definitive Proxy Statement on Schedule 14A on February 19,
2020 and began mailing the Definitive Proxy Statement and proxy
card on or around February 19, 2020. The proxy statement
contains important information about the proposed Merger and
related matters. STOCKHOLDERS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER, AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT HOLDERS OF
THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING VOTING. This communication is not a substitute
for the Proxy Statement or for any other document that the Company
may file with the SEC and send to the Company’s stockholders in
connection with the proposed Merger. The proposed Merger will be
submitted to Company stockholders for their consideration.
Stockholders and security holders of the Company
will be able to obtain the proxy statement, as well as other
filings containing information about the Company and the proposed
Merger, without charge, at the SEC’s website (http://www.sec.gov).
Copies of the proxy statement can also be obtained, without charge,
by contacting the Company’s Investor Relations at
HabitIR@habitburger.com or (949) 943-8692, or by going to the
Company’s Investor Relations page on its website at
http://ir.habitburger.com/investor-overview
Additional Information and Where to Find
It
The Company and certain of its directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed Merger.
Information regarding the interests of the Company’s directors and
executive officers and their ownership of shares of the Company’s
common stock is set forth in the Company’s Annual Report on Form
10-K for the fiscal year ended December 25, 2019, which was filed
with the SEC on March 12, 2020, and in the Company’s proxy
statement on Schedule 14A, which was filed with the SEC on April
23, 2019, and the Company’s Definitive Proxy Statement on Schedule
14A filed with the SEC on February 19, 2020 in connection with the
proposed Merger, and certain of its Current Reports on Form 8-K.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests in the proposed Merger, by security holdings or
otherwise, will be contained other relevant materials to be filed
with the SEC in connection with the proposed Merger. Free copies of
these documents may be obtained as described in the preceding
paragraph.
Contacts
Investors:(949)
943-8692HabitIR@habitburger.com
Media:(949)
943-8691Media@habitburger.com
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