Arby’s to acquire Buffalo Wild Wings for $157 per share in cash

Arby’s Restaurant Group and Buffalo Wild Wings (BWLD) announced that the companies have entered into a definitive merger agreement under which ARG will acquire BWLD for $157 per share in cash, in a transaction valued at approximately $2.9B, including BWW’s net debt.

The agreement, which has been unanimously approved by both companies’ Boards of Directors, represents a premium of approximately 38% to BWW’s 30-day volume-weighted average stock price as of November 13, 2017, the latest trading day prior to news reports speculating about a potential transaction.

The transaction is not subject to a financing condition and is expected to close during the first quarter of 2018, subject to the approval of BWW shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

Following the close of the transaction, BWW will be a privately-held subsidiary of Arby’s Restaurant Group and will continue to be operated as an independent brand.

Paul Brown will serve as CEO of the parent company.

Arby’s is majority owned by affiliates of Roark Capital Group, an Atlanta based private equity firm that focuses on investing in franchised and multi-unit businesses in the restaurant, retail and other consumer sectors.

Affiliates of Roark are committing all of the equity that, together with the proceeds of debt financing, will be necessary to complete the transaction. Certain funds advised by Marcato Capital Management, LP, which own approximately 6.4% of the outstanding shares of BWW, have entered into an agreement to vote in favor of the transaction.

BWLD closed at $146.40.

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