The Habit Restaurants, Inc. Confirms Its Special Meeting of Stockholders for March 18, 2020 Will Occur As Scheduled Today
Provides Stockholders Ability to Participate Telephonically Due to Coronavirus Concerns
IRVINE, Calif., March 18, 2020 // GLOBE NEWSWIRE // - The Habit Restaurants, Inc. (NASDAQ: HABT) (“The Habit Burger Grill” or the “Company”) announced today that it’s previously announced Special Meeting of Stockholders to approve its proposed merger with YUM! Brands, Inc. (“Yum! Brands” or “Parent”) will occur as scheduled, at 9:00 a.m. PST on March 18, 2020 at the Atrium Hotel at 18700 MacArthur Blvd, Irvine, CA 92612. Due to the emerging public health impact of the coronavirus (COVID-19) outbreak, and a recent order from the Health Officer of Orange County, CA restricting public and private gatherings of persons, subject to certain exceptions, as well as to support the health and well-being of its stockholders, The Habit Burger Grill is making a provision to allow stockholders who attend the special meeting in person to participate telephonically.
The Habit Burger Grill has received proxies supporting its proposed merger with Yum! Brands representing more than 71% of its outstanding common stock, which is well in excess of the required amount to approve the transaction.
For those who intend to attend the meeting, The Habit Burger Grill will provide you when you arrive the following number to call to participate in the meeting:
- Toll Free: (877) 425-9470
- Toll/International: (201)-389-0878
- Conference ID: 13700677
If you plan to vote in person at the Special Meeting, you will need to present proof of ownership of shares of common stock, such as a bank or brokerage account statement, and a form of personal identification. If you wish to vote in person, the Inspector of Election from American Stock Transfer and Trust Company will make available a ballot for you at the Atrium Hotel at 18700 MacArthur Blvd., Irvine, CA 92612. Upon completing the ballot, you must return the ballot to the Inspector of Election from American Stock Transfer and Trust Company, at 18700 MacArthur Blvd., Irvine, CA 92612. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.
If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.
About The Habit Burger Grill
The Habit Burger Grill is a burger-centric, fast-casual restaurant concept that specializes in preparing fresh, made-to-order chargrilled burgers and sandwiches featuring USDA choice tri-tip steak, grilled chicken and sushi-grade tuna cooked over an open flame. In addition, it features fresh made-to-order salads and an appealing selection of sides, shakes and malts. The Habit Burger Grill was recently named Best Regional Fast Food in USA Today’s 2019 Best Readers’ Choice Awards. The first Habit Burger Grill opened in Santa Barbara, California, in 1969. The Habit has since grown to over 270 restaurants, including locations in 13 states throughout California, Arizona, Utah, New Jersey, Florida, Idaho, Virginia, Nevada, Washington, Maryland, Pennsylvania, North Carolina and South Carolina, as well as seven international locations. More information is available at www.habitburger.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. In some cases, words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions may identify such forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are based on current expectations, estimates, assumptions, or projections concerning future results or events, including, without limitation, the projected closing date for the transaction, the anticipated benefits of the transaction, and the future earnings and performance of Parent, or any of its businesses. Forward-looking statements are neither predictions nor guarantees of future events, circumstances, or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those indicated by those statements. We cannot assure you that any of the expectations, estimates, or projections expressed herein will be achieved. Numerous factors related to the transaction could cause actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the shareholders of the Company; the timing to consummate the proposed transaction; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement between the parties; the effect of the pendency of the proposed transaction on Parent and the Company’s business relationships, operating results and business generally; the risk that the proposed transaction may disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the ability to achieve the synergies and value creation contemplated; Parent’s ability to promptly and effectively integrate the Company’s businesses; the risk that revenues following the transaction may be lower than expected; the risk that operating costs and business disruption (including, without limitation, difficulties in maintaining relationships with employees and suppliers) may be greater than expected; the assumption of unexpected risks and liabilities; the outcome of any legal proceedings that have been or may be instituted related to the proposed transaction; the diversion of and attention of management of both Parent and the Company on transaction-related issues; the success of Parent’s refranchising strategy; and the other factors discussed in “Risk Factors” in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2019 and subsequent filings with the SEC made by both Parent and the Company, which are available at http://www.sec.gov. Parent and the Company assume no obligation to update the information in the communication, except as otherwise required by law. Accordingly, you should not place undue reliance on these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed merger under the Agreement and Plan of Merger entered into by the Company, Parent, and YEB Newco Inc. (the “Merger”), the Company filed with the SEC a Definitive Proxy Statement on Schedule 14A on February 19, 2020 and began mailing the Definitive Proxy Statement and proxy card on or around February 19, 2020. The proxy statement contains important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING. This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to the Company’s stockholders in connection with the proposed Merger. The proposed Merger will be submitted to Company stockholders for their consideration.
Stockholders and security holders of the Company will be able to obtain the proxy statement, as well as other filings containing information about the Company and the proposed Merger, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement can also be obtained, without charge, by contacting the Company’s Investor Relations at HabitIR@habitburger.com or (949) 943-8692, or by going to the Company’s Investor Relations page on its website at http://ir.habitburger.com/investor-overview
Additional Information and Where to Find It
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding the interests of the Company’s directors and executive officers and their ownership of shares of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2019, which was filed with the SEC on March 12, 2020, and in the Company’s proxy statement on Schedule 14A, which was filed with the SEC on April 23, 2019, and the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 19, 2020 in connection with the proposed Merger, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, will be contained other relevant materials to be filed with the SEC in connection with the proposed Merger. Free copies of these documents may be obtained as described in the preceding paragraph.
SOURCE The Habit Burger Grill
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