ATLANTA & CANTON, Mass., U.S. – Inspire Brands, Inc. (“Parent”) and Dunkin’ Brands Group, Inc, have announced that Parent and Vale Merger Sub, Inc. (“Purchaser”) have waived the “Inside Date Condition” as described in the Offer to Purchase in connection with Inspire Brands’ previously-announced tender offer to acquire all of the outstanding shares of common stock of Dunkin’ Brands at a price of $106.50 per share in cash, effectuated by Purchaser, a wholly-owned indirect subsidiary of Parent.
The tender offer is scheduled to expire at one minute following 11:59 p.m., Eastern Time, on Monday, December 14, 2020, unless further extended or earlier terminated in accordance with the terms of the merger agreement. All other terms and conditions of the tender offer remain unchanged.
The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of October 30, 2020 (the “Merger Agreement”), by and among Dunkin’ Brands, Parent and Purchaser.
Pursuant to the Merger Agreement, following the consummation of the Offer and the satisfaction or waiver of all conditions, Purchaser will merge with and into Dunkin’ Brands and will cease to exist, with Dunkin’ Brands continuing as the surviving corporation.
All outstanding shares of Dunkin’ Brands’ common stock, other than shares (i) irrevocably accepted for purchase by Purchaser in the offer, (ii) held in treasury by Dunkin’ Brands or owned by any direct or indirect wholly-owned subsidiary of Dunkin’ Brands, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) that are entitled to demand appraisal and for which appraisal rights have been properly demanded in accordance with the Delaware General Corporation Law, will be automatically cancelled and converted into the right to receive cash equal to the $106.50 offer price per share.
