Humpty's Restaurants International Inc.
TSX VENTURE : HMP

Humpty's Restaurants International Inc.

July 15, 2009 17:41 ET

Humpty's Restaurants International Inc. Announces Going-Private Transaction

CALGARY, ALBERTA--(Marketwire - July 15, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

Humpty's Restaurants International Inc. (TSX VENTURE:HMP) (the "Corporation") announces that it has entered into an arrangement agreement (the "Arrangement Agreement") with 823533 Alberta Ltd. (the "Purchaser") pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Common Shares") of the Corporation not owned by the Purchaser or the beneficial shareholders of the Purchaser at $0.26 (the "Cash Consideration") per Common Share (the "Arrangement"). This proposed going-private transaction will be effected pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta). An annual general and special shareholders meeting is expected to be held on August 31, 2009 to consider and vote upon, among other things, the Arrangement. The Corporation will be applying to the Court of Queen's Bench of Alberta on July 21, 2009 for an interim order directing the conduct of the shareholders meeting and other matters relevant to the Arrangement.

The Corporation has a relatively simple share structure with 14,619,785 Common Shares outstanding. The Purchaser and its beneficial shareholders collectively hold 7,734,635 Common Shares or 53% of the issued and outstanding Common Shares. The Purchaser is wholly owned by the Koenig Family Trust, of which Don Koenig and Jan Koenig are the trustees and sole beneficiaries. Don Koenig and Jan Koenig are both directors and officers of the Corporation. As such, the Purchaser, the Koenig Family Trust, Don Koenig and Jan Koenig are considered "interested parties" to a business combination under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

The Corporation has been listed as public company since 1990 but its growth has not been dependent on the capital markets nor has its listing provided any particular competitive advantages in the restaurant industry. The Corporation has not relied on equity financings or share issuances to raise capital or to complete acquisitions, and the costs of maintaining regulatory compliance as a reporting issuer and a publicly listed company have significantly increased in the past 15 years. The Common Shares have been thinly traded on the TSX Venture Exchange. In 2009, a special committee comprising of the independent directors of the Corporation was formed to consider the Arrangement.

The special committee received from Meyers Norris Penny LLP ("MNP") a formal valuation of the Corporation (the "Formal Valuation"). Some, but not all, of the restructuring and future plans for the Corporation were considered by MNP, which provides that effective March 31, 2009, the value of the Common Shares was in the range of $0.25 to $0.27 per Common Share.

The Arrangement Agreement does not contain any stand still or non-solicitation covenants on the part of the Corporation, nor does it provide for any break fees in the event of a competing bid. The board of directors has reserved its right to change its recommendation that the shareholders vote in favour of the Arrangement if a superior offer is received.

The Corporation has also entered into a Lock-up Agreement with a significant shareholder holding 19.3% of the issued and outstanding shares of the Corporation. The shareholder has agreed to vote his shares in favour of the Arrangement and will not receive any consideration or additional or collateral benefits from the Corporation in exchange for his agreement to vote in favour of the Arrangement. In the event the Arrangement is approved, the shareholder will receive the same consideration for his Common Shares, on a per share basis, as all other holders of the Corporation's Common Shares. The shareholder is not an "interested party", a "related party to an interested party" nor a "joint actor" in the Arrangement (as those terms are defined in Multilateral Instrument 61-101), and he will not have any ownership, direct or indirect, in the Corporation in the event the Arrangement is completed.

"This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities of the Corporation in any jurisdiction, including the United States. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and have not been and will not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Humpty's Restaurants International Inc.
    Bert Messier
    Director of the Corporation
    (403) 283-3200