Houlihan Lokey Howard & Zukin Financial Advisors Renders Written Bring-Down Opinion to Worldwide Restaurant Concepts, Inc.
21 9월 2005 - 10:35AM
PR Newswire (US)
SHERMAN OAKS, Calif., Sept. 20 /PRNewswire-FirstCall/ -- Worldwide
Restaurant Concepts, Inc. (NYSE:SZ) announced today that, in
connection with the previously announced merger with affiliates of
Pacific Equity Partners, pursuant to which the affiliates of
Pacific Equity Partners will acquire all outstanding capital stock
of Worldwide Restaurant Concepts, Houlihan Lokey Howard & Zukin
Financial Advisors has rendered a written bring-down opinion to the
Special Committee and the Board of Worldwide Restaurant Concepts
that appears below. Houlihan Lokey Howard & Zukin Financial
Advisors' written bring-down opinion was based on an assumed per
share merger consideration of $6.92 calculated as of September 20,
2005 using the formula provided for in the merger agreement, which
takes into account the exchange rate between Australian dollars and
U.S. dollars. Because the actual per share merger consideration
will be determined on the business day before the closing of the
merger, the actual per share merger consideration cannot be
determined at this time. The actual per share merger consideration
may be different from the amount used by Houlihan Lokey in
rendering its written bring-down opinion. However, pursuant to the
merger agreement, in no event will the per share merger
consideration be less than $6.65 or more than $7.25. About
Worldwide Restaurant Concepts Worldwide Restaurant Concepts, Inc.
operates, franchises or joint ventures 310 Sizzler(R) restaurants
worldwide, 112 KFC(R) restaurants located primarily in Queensland,
Australia, and 21 Pat & Oscar's(R) restaurants. Worldwide
Restaurant Concepts reported revenues of $354.8 million for its
fiscal year ended April 30, 2005, and a net loss of 21.3 million,
or $0.77 per diluted share. Additional information about the
Company can be found at http://www.wrconcepts.com/. About Pacific
Equity Partners Pacific Equity Partners is a leading Australasian
private equity firm focusing on buyouts and late stage expansion
capital. The firm has been actively investing since 1998 and
currently has over A$700 million of equity funds under management.
Pacific Equity Partners works with management teams, providing
experience and capital resources to grow value in a range of
business situations. Additional information about Pacific Equity
Partners can be found at http://www.pep.com.au/. Forward-Looking
Statements This press release contains forward-looking statements
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements relate
to expectations about future events or results and are based upon
information available to the Company as of today's date. They also
involve certain risks and uncertainties regarding the Company's
business and operations and the restaurant industry. These
forward-looking statements are not guarantees of the future
performance of the Company and actual events or results may vary
materially from the events and results discussed in this press
release or in any other forward-looking statements made by or on
behalf of the Company. The Company cautions that these
forward-looking statements are qualified further by other important
factors, and the risks and cautionary statements set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 2005 and its other filings with the Securities and
Exchange Commission. The Company disclaims any obligation to update
or revise any of the forward-looking statements contained herein to
reflect future events or developments. September 20, 2005 The
Special Committee of the Board of Directors and The Board of
Directors Worldwide Restaurant Concepts, Inc. 15301 Ventura Blvd.,
Building B Suite 300 Sherman Oaks, CA 91403 Dear Directors: We
understand that Worldwide Restaurant Concepts, Inc. (the "Company")
entered into an agreement to merge (the "Merger") with US Mergeco,
Inc., a wholly-owned subsidiary of Aus Bidco Pty Limited. As part
of the Merger, each share of the Company's outstanding common stock
held by the Company's common stockholders (the "Stockholders")
shall be converted into and shall become the right to receive $7.00
in cash, subject to adjustment between $6.65 and $7.25 per share as
provided in the Agreement and Plan of Merger (the "Merger
Agreement") dated as of April 28, 2005 by and among the Company,
AUS Bidco Pty Limited and US Mergeco, Inc. (the "Per Share Merger
Consideration"). We also understand that if the Per Share Merger
Consideration, as defined in the Merger Agreement, were to be
calculated as of September 20, 2005, it would be $6.92. Such
transaction and all related transactions are referred to
collectively herein as the "Transaction." You have requested our
opinion (the "Opinion") as to the matters set forth below. The
Opinion does not address (i) the underlying business decision of
the Committee, the Company, its security holders or any other party
to proceed with or effect the Transaction, (ii) the fairness of any
portion or aspect of the Transaction not expressly addressed in the
Opinion, (iii) the fairness of any portion or aspect of the
Transaction to the holders of any class of securities, creditors or
other constituencies of the Company, or any other party other than
those set forth in the Opinion, (iv) the relative merits of the
Transaction as compared to any alternative business strategies that
might exist for the Company or the effect of any other transaction
in which the Company might engage, (v) the tax or legal
consequences of the Transaction to either the Company, its security
holders, or any other party, (vi) whether any security holder
should vote in favor of the Transaction, or (viii) the fairness of
any portion or aspect of the Transaction to any one class of the
Company's security holders vis-�-vis any other class of the
Company's security holders. In connection with this Opinion, we
have made such reviews, analyses and inquiries as we have deemed
necessary and appropriate under the circumstances. Among other
things, we have: 1. reviewed the Company's annual reports on Form
10-K for the fiscal years ended April 30, 2002 through 2005,
quarterly reports on Form 10-Q for the quarter ended July 24, 2005,
which the Company's management has identified as being the most
current financial statements available; 2. reviewed copies of the
following documents: Merger Agreement dated as of April 28, 2005;
Worldwide Restaurant Concepts, Inc Confidential Information
Memorandum dated December 2004; Project Frankfort Debt Senior
Facilities and Subordinated Note Facility Commitment Letter between
Pacific Equity Partners Pty Limited, National Australia Bank
Limited, AMP capital Investors and UBS AG dated April 18, 2005, as
supplemented on April 28, 2005; Equity Commitment Letters between
affiliates of Pacific Equity Partners Pty Limited and AusHoldco Pty
Limited dated April 18, 2005; 3. spoken with certain members of the
senior management of the Company and the Committee to discuss the
operations, financial condition, future prospects and projected
operations and performance of the Company, and spoken with
representatives of the Company's investment bankers to discuss
certain matters; 4. reviewed pro forma fiscal year end 2005
forecasts for WRC and its business units Collins Foods Group Pty.
Ltd. ("CFG"), Sizzler(R) USA, Inc., and its sister company
Sizzler(R) International Marks, Inc. (collectively "Sizzler"), and
Pat & Oscar's(R) Restaurants ("Pat & Oscars"); 5. reviewed
forecasts and projections prepared by the Company's management with
respect to the Company for the three years ending April 30, 2008;
6. reviewed the historical market prices and trading volume for the
Company's publicly traded securities; 7. reviewed certain other
publicly available financial data for certain companies that we
deem comparable to the Company, and publicly available prices and
premiums paid in other transactions that we considered similar to
the Transaction; and 8. conducted such other studies, analyses and
inquiries as we have deemed appropriate. We have relied upon and
assumed, without independent verification, that the financial
forecasts and projections provided to us have been reasonably
prepared and reflect the best currently available estimates of the
future financial results and condition of the Company, and that
there has been no material change in the assets, financial
condition, business or prospects of the Company since the date of
the most recent financial statements made available to us. We have
not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not
assume any responsibility with respect to it. We have not made any
physical inspection or independent appraisal of any of the
properties or assets of the Company. Our opinion is necessarily
based on business, economic, market and other conditions as they
exist and can be evaluated by us at the date of this letter. Based
upon the foregoing, and in reliance thereon, it is our opinion that
the Per Share Merger Consideration, if it were to be calculated as
of September 20, 2005, would be fair from a financial point of view
to the Stockholders of the Company. HOULIHAN LOKEY HOWARD &
ZUKIN FINANCIAL ADVISORS, INC. AT THE COMPANY: Keith Wall Liz
Baskerville Vice President and CFO Director, Planning (818)
662-9800 (818) 662-9800 AT FINANCIAL RELATIONS BOARD Laurie Berman
Tricia Ross General Information Investor/Analyst Contact (310)
854-8315 (617) 520-7064 DATASOURCE: Worldwide Restaurant Concepts,
Inc. CONTACT: Keith Wall, Vice President and CFO, or Liz
Baskerville, Director, Planning, both of Worldwide Restaurant
Concepts, Inc., +1-818-662-9800; or Laurie Berman, General
Information, +1-310-854-8315, or Tricia Ross, Investor/Analyst,
+1-617-520-7064, both of Financial Relations Board, for Worldwide
Restaurant Concepts, Inc. Web site: http://www.pep.com.au/ Web
site: http://www.wrconcepts.com/
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