This Amendment No. 4 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments, modifications and supplements thereto, the Schedule TO), filed with the Securities and Exchange Commission on August 24, 2022, by Grill Merger Sub,
Inc. (Purchaser), a Minnesota corporation and a wholly owned subsidiary of MTY Franchising USA, Inc. (MTY), a Tennessee corporation and a wholly owned subsidiary of MTY Food Group Inc. (Parent). The Schedule TO
relates to the tender offer by Purchaser for any and all of the outstanding shares of common stock, par value $0.01 per share (Shares), of BBQ Holdings, Inc. (BBQ Holdings), at a price of $17.25 per Share, without interest,
net to the seller in cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 24, 2022, a copy of which is attached as Exhibit (a)(1)(A), and in the
related letter of transmittal (the Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended, modified or supplemented from
time to time, constitutes the Offer).
The Offer to Purchase includes Schedule I.
This Amendment incorporates the information in this Amendment to the extent that it is applicable to Items 1 through 9, and Item 11 of Schedule TO.
Capitalized terms not otherwise defined in this Amendment shall be given the meanings in the Offer To Purchase or
See the Schedule TO.
Items 1 through 9, Item 11
The Offer to Purchase, Items 1 through 9 as well as Item 11 in the Schedule TO, to that extent such Items incorporate the information by reference
These conditions, which are contained in the Offer to Purchase, may be amended and/or supplemented as shown below:
As per schedule, the Offer and withdrawal rights were withdrawn
one minute following 11:59 p.m. (12:00 midnight), New York City Time, on Wednesday, September 21, 2022. The Depositary indicated that there were 9,724,637 Shares, excluding shares for which guarantees of delivery were issued.
Delivered but not delivered) have been validly offered and not withdrawn pursuant the Offer. This represents approximately 91.94%, or 91.94%, of the outstanding shares as of the Expiration Date. The number of validly tender Shares
This Minimum Condition must be met and not withdrawn. All conditions of the Offer being satisfied or waived, the Purchaser has accepted payment and will promptly pay all such Shares in accordance to the Offer.
Purchaser accepted the Offer of Shares and acquired enough Shares to complete Merger without the need for a vote
of the shareholders of the company pursuant to Section 302A.613(4) of the MBCA. Accordingly, BBQ Holdings and Purchaser expect to consummate the Merger on September 27, 2022 pursuant to Section 302A.613(4) of the MBCA. The following is the
Merger Agreement, in the Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than any Shares (i) owned by BBQ Holdings as treasury stock, (ii) owned by Purchaser or MTY (or their respective
wholly-owned subsidiaries) or that were irrevocably accepted for purchase by Purchaser in the Offer, or (iii) held by BBQ Holdings shareholders who properly asserted dissenters rights to obtain payment for the fair value of their Shares
and who did not lose or withdraw their dissenters rights under the MBCA) will be converted automatically into the right to receive $17.25 in cash, without interest and less any applicable withholding taxes (which is the same amount per Share
Paid in the Offer All Shares will be delisted on NASDAQ and deregistered as per the Exchange Act following the Merger.
Parent will be celebrating the 26th of September 2022
A press release was issued regarding the expiration and the results of the Offer. Attached is the full text of this press release as Exhibit (a),(5)(B).
Form SC TO-T/A BQHOLDINGS, INC. Filed by Grill Merger Sub, Inc.
