Imvescor Restaurant Group Inc. (“IRG” or the “Company“) (TSX: IRG) is pleased to announce today that it has entered into a binding definitive agreement to sell substantially all of the assets of its wholly-owned subsidiary Groupe Commensal Inc., to an affiliate of Pasta Romana Foods Inc. for an aggregate total sum of approximately $4,200,000 payable upon closing.
During Q1 2017, management committed to a plan to sell the Commensal operations, believing that the divestiture of Commensal is consistent with IRG’s desire to focus on its core restaurant franchising business and to remain an asset light entity.
“Since we announced our strategic plan in April 2015, we have made steady progress. With the recent announcements of the acquisition of Ben & Florentine and the divesture of Commensal, we are well prepared to grow our asset light business model, with a renewed focus on our core business. The staff and management of Commensal have been a great team to work with and they continue to produce an exceptional product. We know that under the guidance of the Pasta Romana group, Commensal will continue to grow. We look forward to a seamless transition for our customers, suppliers and partners”, said Frank Hennessey, President and Chief Executive Officer of IRG.
This divesture, which is expected to close prior to the end of the second quarter of fiscal 2017, is subject to certain customary closing conditions and purchase price adjustments. Proceeds from this divesture will provide additional funding allowing IRG to pursue its strategic acquisition strategy of brands that complement its existing portfolio.
About Imvescor Restaurant Group Inc. Imvescor Restaurant Group Inc. is a dynamic and innovative organization in the family and casual dining restaurant industry. The Company is a franchise and licensing business that operates restaurants in Eastern Canada under five banners: Bâton Rouge®, operating in Québec, Ontario and Nova Scotia in the casual dining segment, Pizza Delight®, operating primarily in Atlantic Canada, in the family/mid-scale segment, Scores® and Toujours Mikes, operating primarily in Québec in the family and casual dining segments and the take-out and delivery segments, and Ben & Florentine, operating primarily in Québec, with individual stores in Ontario and Manitoba, in the breakfast and lunch industry. The Company also licenses to third parties the right to manufacture and sell prepared food products under the Bâton Rouge®, Pizza Delight®, Scores® and Toujours Mikes brands.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable securities laws, including but not limited to, the Company’s business objectives, estimates, outlook, strategies and priorities and all other statements other than statements of historical facts. Forward-looking statements may include estimates, intentions, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements are often, but not always, identified by the use of words such as “may”, “should”, “would”, “will”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential, “targeting”, “intend”, “could”, “might”, “continue”, “outlook” or the negative of these terms or other comparable terminology. All such forward-looking statements are made pursuant to the “safe harbour” provisions of applicable securities laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors outside of the Company’s control. A number of factors could cause the actual results of the Company to differ materially from the results discussed in the forward-looking statements, including, but not limited to: risks associated with the Ben & Florentine acquisition, including the impact of such acquisition on the Company’s business, financial and operating performance, risks relating to the Company’s expectations with respect to the potential sale of its manufacturing segment, including the completion of a transaction, if any, and the timing thereof, risks associated with quality control, food borne illnesses and health concerns, the Company’s ability to respond to various competitive factors affecting its operations, the success of the restaurant rejuvenation plan, franchise development and growth of the retail licensing opportunities, changes in consumer preferences, the Company’s retail products dependence on the strength of the Company’s restaurant brands, the success of the marketing and advertising programs of the Company, the protection of the Company’s intellectual property and brand, the Company’s dependence on its franchisees’ ability to generate revenue and pay franchise fee and other amount to IRG, the Company’s reliance on suppliers and availability and quality of raw materials, the Company’s ability to retain certain key personnel, the Company’s ability to identify potential strategic acquisition candidates and/or to complete a transaction, changes in the Company’s relationships with its franchisees, the Company’s ability to open new restaurants, the closure of restaurants, the impact of an increase in Company-owned restaurants, the Company’s ability to renew leases and limit lease exposure, the risks associated with negative publicity and its impact on the Company’s reputation, compliance with regulations governing confidentiality of guest information, potential litigation and other complaints, compliance with government regulations, the Company’s dependence on third parties, changes in laws concerning employees, changes in the Company’s relationships with its employees, the Company’s ability to ensure workplace health and safety, risks associated with franchise regulations, compliance with regulations governing alcoholic beverages, environmental risks and regulations, public safety issues, the Company’s dependence on technology, risks of underreporting of sales by franchisees, inherent risks associated with internal control over financing reporting, the indebtedness of the Company and the restrictive covenants to which it is subject, the impact of sales tax upon system sales, the risk associated with the payment of dividends, the impact of seasonality and other factors on quarterly operating results, the risk of uninsured losses or claims that the Company believes are not economically reasonable to insure, changes in commodity prices and other factors referenced in the Company’s Annual Information Form and the Company’s other continuous disclosure filings which are available on SEDAR at www.sedar.com. These factors are not intended to represent an exhaustive list of the factors that could adversely affect the Company and its results but should, however, be considered carefully.
Further, although the forward-looking statements contained herein are based on information currently available to the Company’s management and on the current assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions made by the Company’s management in light of its experience and perception of historical trends, current conditions and expected future developments (such as the Company’s future growth, results of operations, performance and opportunities as well as the future of the economic environment in which it operates), as well as other factors that the Company’s management believes are appropriate and reasonable in the circumstances and on the date of this press release, there can be no assurance that such assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions will prove to be correct or that actual results will not differ materially from those anticipated in such forward-looking statements. Unless otherwise noted or the context indicates, forward-looking statements in this press release speak only as of the date of this press release.
Forward-looking statements are provided herein for the purpose of assisting the Company’s security holders in understanding its current strategic priorities, expectations and plans, as well as its financial position and results of operations as at and for the periods ended on the date presented. Readers are cautioned, however, that such information may not be appropriate for other purposes and should not place undue reliance on the forward-looking statements contained in this press release. The Company assumes no obligation to update or revise such forward-looking statements to reflect new information, future events or otherwise, except as required by applicable securities laws. Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non-recurring or other special items or of any transactions that may be announced or that may occur after the date of this press release. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. The Company therefore cannot describe the expected impact in a meaningful way or in the same way it presents known risks affecting the business. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
SOURCE Imvescor Restaurant Group Inc.