Brazil Fast Food Corp. (OTCMKTS:BOBS): Updates On Its Merger Agreement

On Friday, September 27, 2013 Brazil Fast Food Corp. (OTC Markets:BOBS) makes announcement about its definitive merger agreement. As per the agreement Ricardo FigueiredoBomeny, it’s CEO, and certain other shareholders (all together “Investor Group”) representing around74% of the Company’s outstanding shares, planning to purchase all outstanding shares of the Company at a price of US$15.50 in cash per share, or a total equity value of around US$32,556,045.

According to the terms of the merger the shareholders of the company will receive US$15.50 in cash for each of the outstanding share of the company’s share they own. The proposed merger requires the approval from the majority of the non-controlling shareholders of the company who has voted in the merger agreement and it is expected to close during the 4Q13.

Though the transaction is not contingent to any financing it is required to fulfill other customary conditions, in addition to the shareholders’ approval as mentioned above. If in any condition Brazil Fast Food Corp. (OTC Markets:BOBS) terminates the merger agreements because of the reason that the company’s BOD authorizes entering into an Alternative Acquisition Agreement or if in case Investor Group terminates the merger agreement, the Company must have to pay the Investor Group a US$1 million as termination fee.

On the recommendation of a Special Committee of independent directors, Brazil Fast Food Corp. (OTC Markets:BOBS)’s Board of Directors acted collectively and approved the merger agreement. As per the agreement the Investor Group will purchase the Company and take it private subject to some conditions, including a vote of the unaffiliated stockholders.

The Special committee engaged Mr. Duff & Phelps as an independent financial advisor and Mr. baker & McKenzie as the legal advisor, while, the investor Group engaged A:10 Investimentos as its financial advisor and Linklaters LLP as legal advisor to advice on the matters.

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