Fiesta Restaurant to be acquired by ARB for $8.50 per share

Fiesta Restaurant announced that they have entered into a definitive agreement under which a wholly owned subsidiary of ARB will acquire the company in an all cash transaction. ARB is a holding company with a portfolio of regional food and beverage brands. Current brands include Primanti Bros Restaurant & Bar, P.J. Whelihan’s Pub & Restaurant and Mambo Seafood. Upon closing the transaction, Fiesta will operate as a privately held company and Pollo Tropical will remain based in Miami, Florida. Fiesta’s leadership team will continue to operate Pollo Tropical as an independent brand within the ARB platform. Under the terms of the definitive merger agreement, which has been unanimously approved by Fiesta’s board of directors, Fiesta common stockholders will receive cash consideration of $8.50 per share. The transaction is expected to be completed in the fourth quarter of 2023 and is subject to approval by Fiesta’s stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. The definitive merger agreement also includes a 30-day “go shop” period that will allow the Company to affirmatively solicit alternative proposals from interested parties. The transaction is not subject to a financing contingency and affiliates of Jefferies Financial Group Inc. and AREX Capital Management, LP and its affiliated investors, who together own or control approximately 30% of the Company’s outstanding shares, have each entered into a voting agreement pursuant to which they have agreed, among other things, to vote their respective shares of common stock of Fiesta in favor of the transaction.