Imvescor Restaurant Group Completes Acquisition of Ben & Florentine

MONTREAL, Feb. 27, 2017 /CNW Telbec/ - On December 20, 2016, Imvescor Restaurant Group Inc. ("IRG" or the "Company") (TSX: IRG) announced that it entered into a definitive agreement to acquire substantially all of the assets of Ben & Florentine, a leading franchisor in the breakfast and lunch category with over 40 locations across Québec, Ontario and Manitoba. IRG is pleased to announce today the successful completion of the Ben & Florentine acquisition.

As previously announced, Lorne Cassoff, the founder and President of Ben & Florentine, along with key members of management, will continue to lead the brand and will join IRG's executive team. Mr. Cassoff commented, "I'm excited for the Ben & Florentine brand and could not be prouder of our franchisee partners. I am confident that this new alliance with the Imvescor family will provide many new opportunities, both inside and outside of Québec, for the Ben & Florentine business."

Frank Hennessey, President and Chief Executive Officer of IRG commented, "This transaction represents an excellent strategic fit for both companies, as Ben & Florentine complements our existing brands and consolidates our solid position in Québec. In combination with the 62 Toujours Mikes locations that serve breakfast seven days a week, we are now the largest server of plated meals in the breakfast day part in Québec."

IRG has acquired Ben & Florentine for a total consideration of approximately $17.7 million payable at closing with an additional earn-out payment of up to $7.3 million payable in the first quarter of 2018 based upon the achievement of certain financial results driven principally by the successful opening of new restaurants. Ben & Florentine generated 9% growth in Same Restaurant Sales in 2016 and $35 million in System Sales and has plans to open an additional 8 restaurants by 2017 calendar year end. The Ben & Florentine transaction is immediately accretive to earnings and creates a new growth oriented brand. IRG has financed the acquisition through a combination of cash on hand and its existing credit facility.

About Ben & Florentine. Ben & Florentine was founded by Lorne Cassoff in 2009 and is known for creating and delivering a dining experience in the breakfast and lunch industry. Ben & Florentine restaurants are operated by franchisees located mainly in Québec, with potential growth particularly in Atlantic Canada and Ontario. More information about Ben & Florentine is available at http://benetflorentine.com.

About Imvescor Restaurant Group Inc. Imvescor Restaurant Group Inc. is a dynamic and innovative organization in the family and casual dining restaurant industry. The Company is a franchise and licensing business that operates restaurants in Eastern Canada under four banners: Pizza Delight®, operating primarily in Atlantic Canada, in the family/mid-scale segment, Toujours Mikes and Scores®, operating primarily in Québec in the family and casual dining segments and the take-out and delivery segments, and Bâton Rouge®, operating in Québec, Ontario and Nova Scotia in the casual dining segment. The Company also licenses to third parties the right to manufacture and sell prepared food products under the Pizza Delight®, Toujours Mikes, Scores® and Bâton Rouge® brands and, through its wholly-owned subsidiary, Groupe Commensal Inc., manufactures and sells vegetarian branded food products in grocery stores and retail outlets under the Commensal® brand.

Non-IFRS Measures and Financial Metrics: The information contained in this press release includes some figures that are not performance measures consistent with International Financial Reporting Standards ("IFRS"). Because they do not have a standardized meaning prescribed by IFRS, they may not be comparable with similar measures presented by other issuers. 

"EBITDA" is defined as earnings or loss before interest income, interest expense, depreciation and amortization and income tax expense.

The Company uses EBITDA because the measure enable management to assess the Company's operational performance and is a financial indicator of the Company's ability to service and incur debt. This measure should not be considered by an investor as an alternative to earnings, an indicator of operating performance or cash flows, or as a measure of liquidity. Refer to the Reconciliations of Non-IFRS Measures section of this MD&A for more details.

"Same Restaurant Sales" or "SRS" is a metric used in the restaurant industry to compare sales earned in established locations over a certain period of time, such as a fiscal quarter, for the current period against sales in the same period in the previous year. SRS growth helps explain what portion of sales growth can be attributed to growth in established locations. The Company defines SRS as sales generated by stores that have been open for at least one year compared to the sales from the same group of restaurants in the comparable period.  The Company believes this is a meaningful measure of operating performance.

"System Sales" is the aggregate sales achieved by all "Pizza Delight", "Toujours Mikes", "Scores" and "Bâton Rouge" restaurants, whether they are company-owned restaurants or franchises. This performance measure indicates the Company's overall growth and reflects the direct impact of the restaurant openings and closures. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable securities laws, including but not limited to, IRG's business objectives, estimates, outlook, strategies and priorities and all other statements other than statements of historical facts. Forward-looking statements may include estimates, intentions, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements are often, but not always, identified by the use of words such as "may", "should", "would", "will", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential, "targeting", "intend", "could", "might", "continue", "outlook" or the negative of these terms or other comparable terminology. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable securities laws.

Forward-looking statements involve known and unknown risks, uncertainties and other factors outside of IRG's control. A number of factors could cause the actual results of IRG to differ materially from the results discussed in the forward-looking statements, including, but not limited to: risks associated with quality control, food borne illnesses and health concerns, adverse changes to economic conditions, the Company's ability to retain certain key personnel, the Company's ability to respond to various competitive factors affecting its operations, franchise development and growth of the retail licensing opportunities, changes in consumer preferences, the Company's retail products dependence on the strength of the Company's restaurant brands, the protection of the Company's intellectual property, the success of the restaurant rejuvenation plan, the Company's dependence on royalty stream, the Company's reliance on suppliers and availability and quality of raw materials, changes in the Company's relationships with its franchisees, the Company's ability to open new restaurants, the closure of restaurants, the impact of an increase in Company-owned restaurants, the Company's ability to renew leases and limit lease exposure, the risks associated with negative publicity and its impact on the Company's reputation, compliance with regulations governing confidentiality of guest information, potential litigation and other complaints, compliance with government regulations, the Company's dependence on third parties, changes in laws concerning employees, changes in the Company's relationships with its employees, the Company's ability to ensure workplace safety, risks associated with franchise regulations, compliance with regulations governing alcoholic beverages, environmental risks and regulations, public safety issues, the Company's dependence on technology, risks of underreporting of sales by franchisees, inherent risks associated with internal control over financing reporting, the indebtedness of the Company and the restrictive covenants to which it is subject, the impact of sales tax upon System Sales, the risk associated with the Company's dividend policy, the impact of seasonality and other factors on quarterly operating results, the risk of uninsured losses, changes in commodity prices and other factors referenced in the Company's Annual Information Form and the Company's other continuous disclosure filings which are available on SEDAR at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect IRG but should, however, be considered carefully.

Further, although the forward-looking statements contained herein are based on information currently available to IRG's management and on the current assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions made by IRG's management in light of its experience and perception of historical trends, current conditions and expected future developments (such as IRG's future growth, results of operations, performance and opportunities as well as the future of the economic environment in which it operates), as well as other factors that IRG's management believes are appropriate and reasonable in the circumstances and on the date of this press release, there can be no assurance that such assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions will prove to be correct or that actual results will not differ materially from those anticipated in such forward-looking statements.

In particular, the forward-looking statements in this press release include statements relating to IRG's expectations following the completion of the Ben & Florentine acquisition, IRG's ability to achieve the expected benefit of the Ben & Florentine acquisition, the anticipated impact of the Ben & Florentine acquisition on IRG business and IRG outlook for the financial and operating performance of the Ben & Florentine division.

Forward-looking statements are provided herein for the purpose of giving information about IRG's current strategic priorities, expectations and plans, thereby allowing investors and others to get a better understanding of IRGI's business outlook and operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes and should not place undue reliance on the forward-looking statements contained in this press release. IRG assumes no obligation to update or revise such forward-looking statements to reflect new information, future events or otherwise, except as required by applicable securities laws. Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non-recurring or other special items or of any transactions that may be announced or that may occur after the date of this press release. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. IRG therefore cannot describe the expected impact in a meaningful way or in the same way it presents known risks affecting the business. IRG's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Our brands:

Pizza Delight®: www.pizzadelight.com

Scores®: www.scores.ca

Toujours Mikes: www.mikes.ca

Bâton Rouge®: www.batonrouge.ca

 

SOURCE Imvescor Restaurant Group Inc.

For further information: Imvescor: 514.341.5544 http://www.imvescor.ca; Investor Relations: ir@imvescor.ca; Frank Hennessey, President and Chief Executive Officer; Tania M. Clarke, Chief Financial Officer; Media Relations: ACJ Communication - Daniel Granger, 514.840.7990

RELATED LINKS
http://www.imvescor.ca

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