Prime Restaurants Inc.
TSX : EAT

Prime Restaurants Inc.

November 25, 2011 12:57 ET

Prime Restaurants Inc. Seeks Court Advice Regarding Fairfax Proposal

MISSISSAUGA, ONTARIO--(Marketwire - Nov. 25, 2011) - Prime Restaurants Inc. ("PRI" or the "Company") (TSX:EAT) announced today that it has decided to seek the advice of the Superior Court of Justice (Ontario) (the "Court") on whether the Fairfax Proposal (defined below) is a Superior Proposal under the acquisition agreement between Cara Operations Limited and PRI, dated October 17, 2011 (the "Cara Acquisition Agreement") The Court has scheduled the hearing of the motion to be brought by PRI on this issue (the "Motion") for December 7, 2011.

The Motion is being sought in response to Cara's position that the proposal received by PRI from Fairfax Financial Holdings Limited ("Fairfax") announced on November 21, 2011 (the "Fairfax Proposal") fails to meet the requirements of a "Superior Proposal" as defined in the Cara Acquisition Agreement. Cara alleges that the Fairfax Proposal is not being made to all of Prime's shareholders on the same terms and conditions, even though all shareholders will receive the same price for their PRI shares, because certain senior executives of the Company would reinvest a portion of the proceeds they receive under the Fairfax Proposal into shares of the Company following closing. Cara has informed the Company that if PRI purports to terminate the Cara Acquisition Agreement and enter into an acquisition agreement with Fairfax pursuant to the Fairfax Proposal, Cara will consider PRI to be in breach of the Cara Acquisition Agreement and will pursue all remedies available to it.

The Company believes that the Fairfax Proposal is a Superior Proposal. If Cara's position prevails, Prime's shareholders would be deprived of the benefits of the Fairfax Proposal relative to Cara's earlier proposal. The Company intends to oppose Cara's position and, unless Cara exercises its right to match the Fairfax Proposal or the Motion is determined in Cara's favour, the Company plans to pursue the Fairfax Proposal.

The terms and conditions of the Cara Acquisition Agreement and the Fairfax Proposal are described in prior news releases of the Company available on SEDAR at www.sedar.com.

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 either of the Cara Proposal or Fairfax Proposal in accordance with their 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.

Contact Information