Bowlero Corporation signed a letter of intent to acquire Bowl America Incorporated (NYSEAM:BWL.A) from Royce & Associates, LP, Nancy Hull, Merle Fabian, Anita G. Zucker and others for $44 million on January 12, 2021. Bowlero Corporation entered into a definitive agreement to acquire Bowl America Incorporated (NYSEAM:BWL.A) from Royce & Associates, LP, Nancy Hull, Merle Fabian, Anita G. Zucker and others for $44 million on May 27, 2021. Bowlero will acquire all of the outstanding shares of Bowl America Class A and Class B common stock for merger consideration of $8.53 per share in cash. In addition, the merger agreement contemplates Bowl America declaring a special dividend in accordance with Maryland law following the liquidation of its securities portfolio of $0.60 per share. The payment of this special dividend is contingent upon the closing of the merger. Upon closing, Bowl America will become a privately held company and its Class A common stock will no longer be listed or traded on any public stock market. In case of termination of the transaction, Bowl America will be required to pay a termination fee of $1.645 million.

The transaction is subject to approval by Bowl America stockholders, declaration and payment of extraordinary dividend and the satisfaction of other customary closing conditions. The transaction was unanimously approved by Bowl America's Board of Directors and Bowlero's Board of Directors. in connection with the execution of the merger agreement, stockholders owning a majority of the voting power of Bowl America's Class B common stock, including, but not limited to, Nancy Hull and Merle Fabian, members of Bowl America's Board of Directors, have entered into voting agreements where they have agreed to, among other things, vote, or cause to be voted, all of their respective shares of common stock in favor of the adoption of the merger agreement. As on August 11, 2021, the transaction was approved by the shareholders of Bowl America. The transaction is expected to close in the second half of 2021. Duff & Phelps Securities, LLC is serving as financial advisor to the Bowl America Board of Directors and John Wolfel, Gardner Davis, Chris Rabil and Garrett Bishop of Foley & Lardner LLP are serving as its legal counsel. Duff & Phelps, LLC is serving as fairness opinion provider to Bowl America. James D. Meade of DLA Piper LLP (US) is serving as legal counsel to Bowlero Corp. Pursuant to the Company's engagement letter with Duff & Phelps, the Company agreed to pay Duff & Phelps a fee of $150,000 for its services, $75,000 of which was payable upon signing the engagement letter and $75,000 became payable upon the Company's request of the written Opinion. Computershare, Inc. acted as transfer agent for Bowl America. Kohrman Jackson & Krantz LLP partner Christopher J. Hubbert provided legal advice to Anita G. Zucker.

Bowlero Corporation completed the acquisition of Bowl America Incorporated (NYSEAM:BWL.A) from Royce & Associates, LP, Nancy Hull, Merle Fabian, Anita G. Zucker and others on August 16, 2021.