EXHIBIT 99.1
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FRIENDLY ICE CREAM CORPORATION TO BE ACQUIRED BY AN AFFILIATE OF SUN CAPITAL
PARTNERS FOR $15.50 PER SHARE IN CASH
WILBRAHAM, Mass., June 17, 2007 -- Friendly Ice Cream Corporation (AMEX: FRN)
today announced that it has entered into a definitive agreement under which it
will be acquired by Freeze Operations Holding Corp, an affiliate of Sun Capital
Partners, Inc., in an all-cash transaction for $15.50 per share for a total
consideration of approximately $337.2 million. The transaction has no financing
contingency. The purchase price represents an 8.2% premium over the closing
price of Friendly's common stock on June 15, 2007 and a 30.9% premium over the
closing price on March 6, 2007, which was the day before the Company announced
it was exploring strategic alternatives.
George Condos, President and Chief Executive Officer of Friendly's, said, "We
believe this transaction delivers very attractive value to our shareholders, and
it does so more quickly and with greater certainty than other alternatives we
examined. Every day our management team and employees work hard to provide the
best dining experience for our guests. I am pleased to say that our new
investors share this passion and we look forward to working closely with Sun
Capital Partners on a smooth transition for our franchisees, customers and
employees."
Gary Talarico, Managing Director of Sun Capital Partners, said, "Friendly's is
an iconic brand name in the family restaurant sector and we are excited to add
this great franchise to our portfolio of restaurant investments. We look forward
to working with management to build on the legacy of this great brand and
reinvigorate and expand the company within and beyond their historical markets."
The transaction has been unanimously approved by the Company's Board of
Directors, which will recommend that Friendly's shareholders approve the
transaction. Certain Friendly's shareholders including Donald N. Smith,
Friendly's Chairman of the Board, The Lion Fund L.P. and Biglari Capital Corp.
and S. Prestley Blake, who collectively own in excess of 50% of the Company's
shares, have entered into agreements to vote in favor of the transaction. The
transaction requires the affirmative vote of 66 - 2/3% of the outstanding
Company shares and is subject to certain other customary closing conditions. The
transaction is expected to close during the third quarter of 2007. The exact
timing of the closing of the transaction is dependent on the review and
clearance of necessary filings with the Securities and Exchange Commission and
other governmental authorities.
Goldman Sachs & Co. acted as the financial advisor to Friendly's, and Weil,
Gotshal & Manges LLP provided legal advice. Morgan, Lewis & Bockius LLP acted as
legal counsel to Sun Capital.
ABOUT FRIENDLY'S
Friendly Ice Cream Corporation is a vertically integrated restaurant company
serving signature sandwiches, entrees and ice cream desserts in a friendly,
family environment in 515 company and franchised restaurants throughout the
Northeast. The Company also manufactures ice cream, which is distributed through
more than 4,000 supermarkets and other retail locations. With a 72-year
operating history, Friendly's enjoys strong brand recognition and is currently
remodeling its restaurants and introducing new products to grow its customer
base. Additional information on Friendly Ice Cream Corporation can be found on
the Company's website (www.friendlys.com).
ABOUT SUN CAPITAL PARTNERS, INC.
Sun Capital Partners, Inc. is a leading private investment firm focused on
leveraged buyouts, equity, debt, and other investments in market-leading
companies that can benefit from its in-house operating professionals and
experience. Sun Capital affiliates have invested in and managed more than 155
companies worldwide with combined sales in excess of $35.0 billion since Sun
Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles,
and New York, as well as affiliates with offices in London, Tokyo, and Shenzhen.
For more information, please visit www.SunCapPart.com.
IMPORTANT INFORMATION
Statements contained in this release that are not historical facts constitute
"forward looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements include statements relating to
the anticipated impact, benefits and results of the potential acquisition. Risks
and uncertainties regarding the transaction include the possibility that the
closing does not occur, or is delayed, either due to the failure of closing
conditions, including approval of the shareholders of the Company, the failure
to obtain required regulatory approvals or other reasons. Other factors that may
cause actual results to differ from the forward looking statements contained
herein and that may affect the Company's prospects in general are included in
the Company's other filings with the Securities and Exchange Commission. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any such forward looking statement to reflect any
change in its expectations or any change in events, conditions or circumstances
on which any such statement is based.
This document may be deemed to be solicitation material in respect of the
proposed transaction. In connection with the proposed transaction, the Company
will file with, or furnish to, the SEC all relevant materials, including a proxy
statement on Schedule 14A. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be
mailed to stockholders of the Company. Investors and security holders will be
able to obtain the documents free of charge from the SEC's website, www.sec.gov,
and from the Company's website, www.friendly.com.
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The Company and its directors and executive officers and other members of
management and employees may be deemed to participate in the solicitation of
proxies in respect of the proposed transaction. Information regarding the
Company's directors and executive officers is available in the Company's proxy
statement for its 2006 annual meeting of stockholders, which was filed with the
SEC on April 7, 2006, and in the Company's Annual Report on Form 10-K for the
period ended December 31, 2006, which was filed with the SEC on March 6, 2007.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with, or furnished to, the SEC when they become available."
CONTACT: Friendly Ice Cream Corporation
Deborah Burns, 413-731-4124
Senior Director Investor Relations
CONTACT: Sun Capital Partners Inc.
Gary Talarico, 212-588-9953
Managing Director
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