Prime Restaurants Inc.

Prime Restaurants Inc.

December 20, 2011 09:18 ET

Prime Restaurants Inc. Announces Special Dividend

MISSISSAUGA, ONTARIO--(Marketwire - Dec. 20, 2011) - Prime Restaurants Inc. ("PRI" or the "Company") (TSX:EAT) announced today that it intends to pay a special dividend (the "Special Dividend") of $0.08 per class A limited voting share ("Share") of the Company to holders of Shares ("Shareholders") of record on the date prior to the effective date of the Transaction (as defined below). The payment of the Special Dividend will be made on the effective date of the acquisition by Fairfax Financial Holdings Limited of all of the issued and outstanding Shares by way of a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Transaction"). The Special Dividend will not be paid in the event the Transaction is not completed. The Special Dividend will be an eligible dividend for purposes of the Income Tax Act (Canada) and any applicable provincial taxing statutes and will be paid immediately prior to the closing of the Transaction.

A special meeting of Shareholders regarding the Transaction (the "Meeting") is scheduled to be held at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario at 9:00 a.m. (Toronto time) on December 22, 2011. Assuming the Transaction is approved at the Meeting, the Transaction is expected to close on or about January 10, 2012. If the Transaction closes on January 10, 2012, the Special Dividend would be payable on January 10, 2012 to Shareholders of record on January 9, 2012.

About Prime Restaurants Inc.

PRI franchises, owns and operates one of Canada's leading networks of casual dining restaurants and pubs. With such well-respected brands as East Side Mario's, Casey's, Fionn MacCool's, D'Arcy McGee's, Paddy Flaherty's, Tir nan Óg, and Bier Markt, Prime has been delivering quality, value and a superior guest experience for more than thirty years. Prime's class A limited voting shares are listed on the Toronto Stock Exchange under the symbol "EAT".

Forward-Looking Statements

The public communications of PRI often include written or oral forward-looking statements. Statements of this type are included in this news release, and may be included in filings with Canadian securities regulators, or in other communications. Forward-looking statements may involve, but are not limited to, the completion of the Transaction in accordance with its terms, comments with respect to our objectives for 2011 and beyond, our strategies or planned future actions, and our targets or expectations for our financial performance and condition. All statements, other than statements of historical fact, contained in this news release are forward-looking statements, including, without limitation, statements regarding the future financial position and operations, business strategy, plans and objectives of or involving PRI. Readers can identify many of these statements by looking for words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release. Except as required by applicable securities laws, PRI does not undertake to update any forward-looking statement, whether written or oral, that may make or that may be made, from time to time.

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