WILBRAHAM, Mass., Aug. 8 /PRNewswire-FirstCall/ -- Friendly Ice Cream Corporation (the "Company") announced today that, in connection with its cash tender offer for any and all of its outstanding $175,000,000 aggregate principal amount of 8-3/8% Senior Notes due 2012 (the "Notes") and consent solicitation commenced July 26, 2007, the price to be paid for each $1,000 principal amount of Notes tendered and accepted for payment would be $1,032.45, plus accrued and unpaid interest to the payment date. In addition, holders who delivered consents on or before August 8, 2007, will receive a consent fee of $30 per $1,000 principal amount of Notes, for a total consideration (excluding accrued and unpaid interest) of $1,062.45 per $1,000 principal amount. The yield on the reference security as described in the Offer to Purchase and Consent Solicitation dated July 26, 2007 was 4.966% and the tender offer yield was 5.466%.
As previously announced, on June 17, 2007 the Company entered into an Agreement and Plan of Merger by and among the Company, Freeze Operations Holding Corp. ("Parent") and Freeze Operations, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation of the Merger (the "Merger"). The Company will not be required to purchase any of the Notes tendered nor pay any consent payments unless certain conditions have been satisfied, including the closing of the Merger. The completion of the tender offer and the consent solicitation is not a condition to the consummation of the Merger.
As previously announced, the tender offer is scheduled to expire at 12:00 midnight, New York City time, on August 22, 2007, unless extended by the Company. As of the expiration of the consent period at 5:00 P.M., New York City time, on August 8, 2007, tendered Notes may no longer be withdrawn.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any Notes. The full terms of the tender offer and the consent solicitation are set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated July 26, 2007, and in the related Consent and Letter of Transmittal.
Barclays Capital Inc. is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation should be directed to Barclays Capital Inc. at (212) 412-4072 (collect) or (866) 307-8991 (toll-free). Requests for documents should be directed to Georgeson Inc., the Information Agent for the tender offer and consent solicitation, at 17 State Street, 10th Floor, New York, NY 10004, (888) 605-7583 (toll-free) or (212) 440-9800.
ABOUT FRIENDLY'S
Friendly Ice Cream Corporation is a vertically integrated restaurant company serving signature sandwiches, entrees and ice cream desserts in a friendly, family environment in 515 company and franchised restaurants throughout the Northeast. The Company also manufactures ice cream, which is distributed through more than 4,000 supermarkets and other retail locations. With a 72-year operating history, Friendly's enjoys strong brand recognition and is currently remodeling its restaurants and introducing new products to grow its customer base. Additional information on Friendly Ice Cream Corporation can be found on the Company's website (http://www.friendlys.com/).
IMPORTANT INFORMATION
Statements contained in this release that are not historical facts constitute "forward looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include statements relating to the anticipated impact, benefits and results of the Merger. Risks and uncertainties regarding the transaction include the possibility that the closing does not occur, or is delayed, either due to the failure of closing conditions, including approval of the shareholders of the Company, the failure to obtain required regulatory approvals or other reasons. Other factors that may cause actual results to differ from the forward looking statements contained herein and that may affect the Company's prospects in general are included in the Company's other filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such forward looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
