QUIZNO'S(R)Announces Proposed Second-Step Follow-on to Last Year's Tender Offer
DENVER, Colo. - May 22, 2001 - The Quizno's Corporation (NASDAQ: QUIZ)
today announced it has received a proposal to complete a second-step going
private transaction that follows the Company's self- tender offer late last
year. The proposed second-step transaction is in the form of a merger with a
corporation wholly owned by Richard E. Schaden and Richard F. Schaden, the
President and Chief Executive Officer, and the Vice President and Secretary,
respectively, of the Company. Pursuant to the proposal, the Company's
shareholders (other than the Schadens and their affiliates) would receive $8.00
per share of common stock, in cash.
The Board of Directors has appointed a Special Committee, comprised of Mark
L. Bromberg, John J. Todd, and J. Eric Lawrence, to review the proposed
transaction. The Special Committee has retained Tucker Anthony Sutro Capital
Markets as its financial advisor. Tucker Anthony previously advised the Board of
Directors with respect to the tender offer. The Special Committee has also
engaged Brobeck, Phleger & Harrison LLP as its legal counsel for purposes of
evaluating the proposal.
The proposed second-step transaction would result in the acquisition of all
of the outstanding shares of the Company (other than the shares owned by the
Schadens and certain affiliated shareholders). The final terms of any
acquisition will be based on negotiations between the acquirer and the Special
Committee. The proposed acquisition is subject to, among other things, (1)
approval of the proposed transaction by the Special Committee of the Board, the
full Board of Directors and the Company's shareholders, (2) receipt of a
fairness opinion by the Special Committee, and (3) applicable regulatory
approval. There can be no assurance that a definitive merger agreement will be
executed and delivered, or that the proposed transaction will be consummated.
The proposed acquisition may only be completed in accordance with
applicable state and federal laws including the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended. This press release shall not
constitute an offer or a solicitation of an offer to buy such securities.
This release contains forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Such risks and uncertainties
include whether the proposed acquisition transaction will be completed, and
approval by various parties.
For more information contact:
Patrick E. Meyers, Vice President & General Counsel
The Quizno's Corporation, (720) 359-3300
