NBO Responds: Questions Quality Dining Delay in Reviewing Offer; Highly Confident of Financing: Offers To Withdraw Solicitation If Board Commits to Auction.
SOUTHFIELD, Mich.--(BUSINESS WIRE)--Feb. 25, 2000
NBO, LLC, a 9.6% stockholder of Quality Dining, Inc. (NASDAQ: QDIN), which has undertaken a proxy contest to unseat two members of the Quality Dining Board of Directors responded to a request by the Company to withdraw its solicitation.
NBO responded to Quality Dining in a letter dated February 24, 2000, indicating that it was prepared to withdraw its solicitation if the Board would unconditionally commit to sell the Company to the highest bidder at $5.00 or more per share. NBO also called for Quality Dining's Board of Directors to give NBO's $5.00 per share cash merger proposal immediate consideration. John C. Firth, Quality Dining's Executive Vice President and General Counsel wrote in a letter to NBO, dated February 23, 2000, that the Board has determined not to consider NBO's offer until after the company's annual meeting of shareholders on March 7.
NBO's letter to John C. Firth is attached.
NBO, LLC 25800 Northwestern Highway Suite 750 Southfield, Michigan 48075 Tel. (248) 262-1000 Fax (248) 357-6116 February 24, 2000 BY FACSIMILE AND FEDERAL EXPRESS John C. Firth, Esq. Executive Vice President and General Counsel Quality Dining, Inc. 4220 Edison Lakes Parkway Mishawaka, Indiana 46545 Dear Mr. Firth: Thank you for your letter of February 23, 2000 indicating the determination of the Board of Directors to evaluate, at an unspecified date after March 7, 2000, the fairness of our offer to acquire all of the outstanding shares of Quality Dining, Inc. Common Stock in a cash merger at a price of $5.00 per share (the "Acquisition"). We have made a serious proposal and do not understand why the Board does not consider it now; we would expect that the Board, in fulfilling its fiduciary duties to the shareholders, would give immediate consideration to our offer. As we indicated in our letter of February 22, 2000, we would be happy to discuss our plans for financing our cash merger offer. To reiterate our position, we are highly confident we can obtain all necessary financing. In this regard, please be advised that the net worth of NBO's affiliates substantially exceeds the funds necessary to consummate the Acquisition. Although we would expect to finance the Acquisition in a traditional manner, you should hardly have concerns about our financial wherewithal. With respect to your request that NBO withdraw its solicitation of proxies in favor of the NBO Nominees, we would be prepared to withdraw our solicitation if the Board were to commit unconditionally to a sale of the Company to the highest bidder in an auction provided that the price is at $5.00 or more per share. We look forward to your response. Very truly yours, David W. Schostak