Prime Restaurants Inc.

Prime Restaurants Inc.

December 06, 2011 15:03 ET

Prime Restaurants Inc. Announces Timing of Shareholder Meeting in Connection With Proposed Acquisition by Fairfax Financial Holdings Limited

MISSISSAUGA, ONTARIO--(Marketwire - Dec. 6, 2011) - Prime Restaurants Inc. ("PRI" or the "Company") (TSX:EAT) announced today that the Ontario Superior Court of Justice (the "Court") has issued an amended interim order authorizing, among other things, the adjournment (to December 22, 2011) of PRI's special meeting (the "Meeting") of the holders of Class A limited voting shares (the "Shares") of PRI (the "Shareholders"), at which Shareholders will be asked to approve the previously-announced proposed arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Transaction") with Fairfax Financial Holdings Limited ("Fairfax").

The Meeting is now 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. The record date for determining Shareholders eligible to vote at the Meeting remains November 4, 2011. The Company's amended and restated information circular being prepared in connection with the Meeting (the "Information Circular") will include a summary of the acquisition agreement between PRI and Fairfax, dated November 28, 2011, and additional details concerning the Transaction. The Company expects to mail the Information Circular to beneficial Shareholders on or about December 12, 2011, at which time it will also be available on SEDAR (

The Company's board of directors, based on the recommendation of a special committee of independent directors, has unanimously recommended that Shareholders vote in favour of the Transaction, other than certain management Shareholders who have agreed to reinvest a portion of the proceeds they will receive as the closing of the Transaction (the "Reinvestment"). As a result of the Reinvestment, the Transaction will require "majority of the minority" approval, meaning a majority of Shareholders other than the management Shareholders participating in the Reinvestment and their related entities.

Assuming the Transaction is approved by Shareholders at the Meeting, the Company will go before the Court on December 22, 2011 to ask the Court to grant a final order in respect of the Transaction. The Transaction is expected to close on or about January 10, 2012.

Note Regarding Voting

Shareholders previously received a voting information form (the "Cara Proxy") in connection with the proposed acquisition by Cara Operations Limited of the Shares of PRI (the "Cara Proposal"). Shareholders will receive a new voting information form, together with the Information Circular, on or about December 15, 2011 (the "Fairfax Proxy").

Shareholders who previously voted, or who intend to vote, using the Cara Proxy should note the following: A vote for the Arrangement (pursuant to the Cara Proxy) will be treated as a vote for the Transaction with Fairfax. A vote against the Arrangement (pursuant to the Cara Proxy) will be treated as a vote against the Transaction with Fairfax.

Shareholders who previously voted using the Cara Proxy and who wish to change their vote must submit a Fairfax Proxy reflecting their vote. Shareholders who previously voted using the Cara Proxy who do not wish to change their vote do not have to take any action, as such vote will be counted towards the Transaction with Fairfax.

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, PRI has been delivering quality, value and a superior guest experience for more than thirty years. PRI'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 proposed 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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