/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MONTREAL, Feb. 19, 2018 /CNW Telbec/ - Imvescor Restaurant Group Inc. (TSX: IRG) ("IRG" or the "Company") is pleased to announce that its shareholders have approved the special resolution authorizing the previously announced amalgamation (the "Amalgamation") under Section 181 of the Canada Business Corporations Act involving IRG and an entity to be incorporated which will be a direct or indirect wholly-owned subsidiary of MTY Food Group Inc. ("MTY") in accordance with the terms of the combination agreement dated December 11, 2017 (the "Combination Agreement") entered into between the Company and MTY.
The Amalgamation resolution required the approval of at least 662/3% of the votes cast by holders of common shares present in person or represented by proxy at the special meeting of shareholders held earlier today (the "Special Meeting"). The Amalgamation resolution was approved by 92.73% of the 40,106,162 votes cast by shareholders present in person or represented by proxy at the Special Meeting, representing 66.25% of the total 60,538,834 common shares outstanding as at January 3, 2018, being the record date of the Special Meeting.
The transaction remains subject to the satisfaction or waiver of customary closing conditions. It is currently anticipated that the Amalgamation will be completed on March 1, 2018. Further details regarding the Amalgamation are set out in the management information circular dated January 12, 2018 (the "Circular") which is available on the Company's website at www.imvescor.ca/investor-relations and on the Company's issuer profile at www.sedar.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including, but not limited to, statements relating to IRG's expectations with respect to the timing and outcome of the Amalgamation, within the meaning of applicable law (collectively referred to herein as "forward-looking statements"). Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the Amalgamation and other future events and conditions and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "projects", "seeks", "likely" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".
Specifically, without limiting the generality of the foregoing, all statements included in this press release that address activities, events or developments that IRG expects or anticipates will or may occur in the future, including the anticipated effective date of the Amalgamation and other statements that are not historical facts are forward-looking statements. These statements are based upon assumptions and are subject to certain material risks and uncertainties. In addition, the anticipated dates provided throughout this press release may change for a number of reasons, such as unforeseen delays or the need for additional time to satisfy conditions for the completion of the Amalgamation.
Although IRG believes that the expectations represented in such forward-looking statements are based on reasonable assumptions, there can be no assurance that such expectations will prove to be correct. Since forward-looking statements address future events and conditions, they involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Risks and uncertainties inherent in the nature of the Amalgamation include the failure to satisfy the conditions for the completion of the Amalgamation, in a timely manner, on satisfactory terms, or at all, including that there be no material adverse effect with respect to the Company. Failure of the parties to otherwise satisfy the conditions to or complete the Amalgamation may result in the Amalgamation not being completed on the proposed terms, or at all. In addition, if the Amalgamation is not completed and the Company continues as an independent entity, there are risks that the announcement of the Amalgamation and the dedication of substantial resources of the Company to the completion of the Amalgamation could have an impact on the Company's current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company. Furthermore, the failure of the Company to comply with the terms of the Combination Agreement may, in certain circumstances, result in the Company being required to pay the termination fee or certain expenses of MTY. For all these reasons, shareholders of the Company should not place undue reliance on the forward-looking statements contained in this press release.
Forward-looking statements contained in this press release are made as at the date of this press release and, other than as specifically required by law, the Company does not assume any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements.
Shareholders of the Company are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the risks and uncertainties that may affect forward-looking statements. Additional information on other risks and uncertainties that could affect the operations or financial results of the Company or MTY, which, in turn, could potentially impact the satisfaction of the conditions to the completion of the Amalgamation, are included in reports on file with applicable securities regulatory authorities, including, but not limited to, under the section entitled "Risks and Uncertainties" of the Company's Management's Discussion and Analysis for the 13 and 52 weeks ended October 29, 2017 and under the section "Risk Factors" in the Company's most recent annual information form, which documents are available on SEDAR at www.sedar.com under IRG's issuer profile, and under the section "Risks and uncertainties" of MTY's Amended and Restated Management Discussion and Analysis for the three and nine-month periods ended August 31, 2017 and the Amended and Restated Management Discussion and Analysis for the year ended November 30, 2016 which is available on SEDAR at www.sedar.com under MTY's issuer profile. Shareholders of the Company are also cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking statements contained in this press release that could be impacted by those risks and uncertainties. The information contained in the Circular includes factors that could affect the completion of the Amalgamation. You are urged to carefully consider those factors. For a discussion regarding such risks and uncertainties, please refer to the section "Risk factors" of the Circular.
ABOUT IMVESCOR RESTAURANT GROUP INC.
IRG is primarily engaged in the business of franchising and developing a system of distinctive family/mid-scale dining, casual-dining and take-out and delivery restaurants serving high quality food. IRG's restaurants operate under the Pizza Delight®, Toujours Mikes, Scores®, Bâton Rouge® and Ben & Florentine® brands. IRG's business which consists primarily of franchised restaurants and company-owned restaurants, including both take-out and sit-down restaurants licensed to serve alcohol, and also includes licensed retail products manufactured and sold by third parties under licence under the Pizza Delight®, Toujours Mikes, Scores® and Bâton Rouge® brands. IRG's network of restaurants are easily identified by the Pizza Delight®, Toujours Mikes, Scores®, Bâton Rouge® and Ben & Florentine® banners and have established a high recognition throughout the communities they each respectively serve.
SOURCE Imvescor Restaurant Group Inc.
For further information: Imvescor Restaurant Group Inc.: 514.341.5544; Shareholders: Kingsdale Advisors, 1-855-682-2023 toll-free in North America, 416-867-2272 outside of North America, Email: [email protected]; Media Relations: ACJ Communication - Daniel Granger, 514.840.7990