Article Date 11/04/2019

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MTY Food Group Inc. and Papa Murphy's Holdings, Inc. Announce Definitive Merger Agreement

Source Cision Newswire

MTY Food Group Inc. and Papa Murphy's Holdings, Inc. today announced they have entered into a definitive merger agreement (the "Merger Agreement") under which MTY would acquire all of the issued and outstanding shares of common stock of Papa Murphy's for cash consideration of US$6.45 per share, representing total transaction value of approximately US$190.0 million (C$253.2 million) (the "Transaction"), including Papa Murphy's net debt outstanding.

The purchase price per share of Papa Murphy's common stock implies a premium of 31.9% to the Papa Murphy's closing price on April 10, 2019 and 46.3% to the unaffected Papa Murphy's closing price on November 7, 2018 prior to the announcement by Papa Murphy's that it was conducting a process to explore and evaluate strategic alternatives to maximize shareholder value and had engaged a financial advisor to assist with the review.

The terms and conditions of the Merger Agreement were unanimously approved by the boards of directors of both companies.

The Transaction is subject to customary closing conditions including receipt of applicable regulatory approvals.

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