APPLE SOUTH, INC. SIGNS MERGER AGREEMENT WITH DF&R RESTAURANTS, INC.
Completion of the merger, which is subject to approval by Apple South and DF&R shareholders, is expected by December, 1995. If approved by shareholders, Apple South would exchange shares of common stock for each share of DF&R stock in a pooling of interest transaction. The exchange ratio is conditional upon the share price of Apple South common shares at the time of closing.
The conditions of the exchange are intended to protect both Apple South and DF&R shareholder value. DF&R has 6.3 million weighted average shares outstanding including shares granted but unexercised under option. Apple South would issue approximately 9.5 million shares for the merger which is valued at approximately $208 million. Following the merger, Apple South would have approximately 40 million weighted average shares outstanding.
If approved by shareholders, the terms of the agreement include an exchange of 1.5 shares of Apple South common stock for each share of DF&R stock on the condition that the per share market price for Apple South shares is above $18 and equal to or less than $26. If the per share market price for Apple South shares is equal to or below $18 or above $26 prior to closing, the exchange rate would increase to 1.55 shares or decrease to 1.45 shares, respectively, of Apple South common stock for each share of DF&R stock. Today, the opening per share market price was $21.88 for Apple South and $26.25 for DF&R.
DF&R, headquartered in Bedford, Texas, earned $6.7 million on sales of $91.6 million for the most recent year ended May 31, 1995. It owns and operates 51 full-service restaurants which are located in Texas, New Mexico, Kentucky, Ohio, Oklahoma, Michigan, Indiana, Virginia and Maryland. The 39 Don Pablo's restaurants feature authentic Mexican cuisine and mesquite-grilled items. The 12 Harrigan's restaurants feature hickory wood grilled steak and chicken, smoked prime rib and homestyle specialties. The restaurants would continue to operate under the names of Don Pablo's and Harrigan's after the merger.
Apple South, headquartered in Madison, Georgia, generated sales of $267.2 million and earnings of $16.2 million during the most recently reported twelve months. It operates 198 restaurants primarily in the South and Midwest including 170 Applebee's Neighborhood Grill and Bar restaurants featuring American cuisine, 18 Italian-theme restaurants operating as either Tomato Rumba's Pastaria Grill or Gianni's Little Italy, and 10 Hardee's.
CONTACT: Apple South, Inc., Madison
Erich Booth, 706/342-4552
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|Date:||Aug 15, 1995|
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