Bravo Brio Restaurant Group Inc. has rejected an unsolicited purchase bid by Romano’s Macaroni Grill and will proceed with a sale deal announced earlier with Spice Private Equity Ltd., the company said Tuesday.
The Columbus, Ohio-based parent to Bravo! Cucina Italiana and Brio Tuscan Grille said its board determined that Macaroni Grill’s offer on May 9 of $4.78 per share was not superior to the Spice Private Equity’s deal on March 7 of $4.05 per share.
“Macaroni Grill’s unsolicited proposal relies on significant third-party financing (both debt and equity), including by Raven Capital Management LLC, which was a prior participant in the company’s comprehensive review of strategic alternatives that led to BBRG’s entry into a definitive merger agreement,” the company said in a statement.
The Spice Private Equity deal is an all-cash transaction.
The company said it was on track to close the sale, valued at about $100 million, to the affiliate of Spice Private Equity, a Zug, Switzerland-based division of GP Investments Ltd.
The company has scheduled a special meeting of shareholders on May 22 to vote on the Spice Private Equity deal.
Bravo Brio had been exploring strategic options since last February amid same-store sales and profit declines. The company’s largest shareholder, TAC Capital LLC, had pressed for changes at the company.
Denver-based Macaroni Grill emerged from Chapter 11 bankruptcy protection on Feb. 15, after renegotiating lease terms and vender contracts and securing $13.5 million in new capital. As of February, Macaroni Grill had 86 company-owned locations in 22 states, plus 21 franchised locations in the U.S. and seven countries.
Bravo Brio said its board had “provided Macaroni Grill with ample time and opportunity to produce an actionable proposal with fully committed financing, and Macaroni Grill has failed to do so.”
Bravo Brio went public in October 2010 in an initial public offering that raised $140 million. The company had 83 restaurants at the time. It currently owns and operates 110 locations in 32 states.
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