Article Date 23/05/2019

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MTY Food Group Inc. Completes Tender Offer for Papa Murphy's Holdings, Inc. Common Stock

Source Cision Newswire

MTY Food Group Inc. ("MTY") (TSX: MTY) and Papa Murphy's Holdings, Inc. ("Papa Murphy's") (NASDAQ: FRSH) are pleased to announce that MTY has successfully completed its previously announced offer to purchase all outstanding shares of common stock of Papa Murphy's at a per share price of US$6.45 (the "Tender Offer"), net to the seller in cash, without interest and less any applicable withholding taxes. The Tender Offer was effected by MTY Columbia Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of MTY.

The Tender Offer, which was made pursuant to the agreement and plan of merger, entered into by MTY Franchising USA, Inc., a wholly-owned subsidiary of MTY, Merger Sub and Papa Murphy's on April 10, 2019 (the "Merger Agreement"), expired at one minute following 11:59 p.m. (12:00 midnight), Eastern time, on May 22, 2019 (the "Expiration Time").

The depositary and paying agent for the Tender Offer has advised MTY that, as of the Expiration Time, 15,201,906 shares of Papa Murphy's common stock (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares were not yet delivered) had been validly tendered and not validly withdrawn, representing approximately 89.2% of Papa Murphy's outstanding shares of common stock.

All conditions to the Tender Offer were satisfied and the Tender Offer was not extended. All shares of Papa Murphy's common stock that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Merger Sub.


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