Prime Restaurants Inc.

Prime Restaurants Inc.

November 14, 2011 11:26 ET

Prime Restaurants Inc. Announces Waiver of Financing Condition, Meeting Date and Record Date in Connection With Acquisition by Cara Operations Limited

MISSISSAUGA, ONTARIO--(Marketwire - Nov. 14, 2011) - Prime Restaurants Inc. ("PRI" or the "Company") (TSX:EAT) announced today that the Ontario Superior Court of Justice (the "Court") has issued an interim order authorizing, among other things, the holding of a special meeting (the "Meeting") of the holders of Class A limited voting 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 Cara Operations Limited ("Cara"). The Company also announced that Cara has irrevocably waived its financing condition in connection with the Transaction, bringing to an end (at 11:59 p.m. today) the "go shop" period contemplated in the acquisition agreement between Cara and the Company dated October 17, 2011 (the "Acquisition Agreement"). Shareholders should review the full text of the Acquisition Agreement, which is available on SEDAR ( for all terms and conditions of 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 12, 2011. The record date for determining Shareholders eligible to vote at the Meeting is November 4, 2011. The Company's information circular being prepared in connection with the Meeting (the "Information Circular") will include a summary of the Acquisition Agreement and additional details concerning the Transaction. The Company expects to mail the Information Circular to beneficial Shareholders on or about November 21, 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.

On October 25, 2011, in connection with the Transaction, Prime Restaurant Holdings Inc. ("PRH") converted its 942,686 Class B limited voting shares and 407,333 Class C non-voting shares into an aggregate of 1,350,019 Class A limited voting shares. Following such conversion, PRH holds approximately 30% of the outstanding shares eligible to vote on the Transaction at the Meeting. PRH has entered into a merger support agreement with Cara pursuant to which it has committed to vote its shares in favour of the Transaction, subject to certain terms and conditions

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".

About Cara Operations Limited

Cara Operations Limited (Cara) is Canada's leading branded full service restaurant organization. The company is more than 125 years old and operates some of the most recognized brands in the country, including Swiss Chalet Rotisserie & Grill®, Harvey's®, Milestones Grill & Bar®, Montana's Cookhouse® and Kelsey's Neighbourhood Bar & Grill®. Canadian-owned and led, Cara is the restaurant family that brings Canadians together. For more information visit

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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