ICV Partners IV, L.P. managed by ICV Partners, LLC entered into definitive merger agreement to acquire Diversified Restaurant Holdings, Inc. (NasdaqCM:SAUC) from T. Michael Ansley, Jason Curtis and others for $35 million on November 6, 2019. The consideration paid will be all cash. Each share of common stock of Diversified Restaurant Holdings issued and outstanding shall be converted into the right to receive $1.05 per share in cash, without interest. The transaction includes the assumption of outstanding indebtedness and transaction expenses. ICV has obtained equity financing commitments and debt financing commitments to fund the transaction. ICV will also use available cash and cash equivalents to fund the transaction. Diversified Restaurant Holdings will be also subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties. In the event of termination of agreement by Diversified Restaurant Holdings, Diversified Restaurant Holdings will be required to pay a termination fee of $4 million. In case the transaction is terminated by ICV, termination fee of $4 million will be paid by ICV. ICV has also entered into a voting agreement with T. Michael Ansley, a company Director, Executive Chairman of the Board and acting President and Chief Executive Officer and Jason Curtis, Diversified Restaurant Holdings’ Chief Operating Officer and Secretary, who collectively hold, in the aggregate, as of November 6, 2019, 33.7% of the outstanding shares of common stock. As of per the amendment on November 22, 2019, T. Michael Ansley is deemed to beneficially own 10.22 million shares of the common stock, which represent approximately 30.7% of the outstanding shares of acquire Diversified Restaurant Holdings. Following the completion of the merger, Diversified Restaurant Holdings’ common stock will be delisted from NASDAQ and deregistered under the Exchange Act. The transaction is subject to certain conditions, including, but not limited to, the affirmative vote of the holders of a majority of the aggregate voting power of the shares entitled to vote on the adoption of the merger agreement, the absence of any law or order restraining, enjoining or otherwise prohibiting the merger, receipt of Buffalo Wild Wings International, Inc.’s (franchisor) consent, the accuracy of the representations and warranties of the other party, performance in all material respects by the other party of its obligations under the merger agreement, there having not occurred and be continuing any material adverse effect, and if holders of shares are entitled to dissenter's rights, dissenting shares not representing in excess of 15% of the outstanding shares at the effective time and certain other customary conditions. The Special Committee of the Board of Directors of Diversified Restaurant Holdings has unanimously recommended Board of Directors to adopt, approve the execution, delivery and consummation of merger. The Board of Directors of Diversified Restaurant Holdings upon recommendation of Special Committee has unanimously recommended its stockholders to vote in favor of the approval of the transaction. The transaction is expected to be completed in the fourth calendar quarter of 2019 or first calendar quarter of 2020. Joseph B. Alexander of DLA Piper LLP (US) acted as legal advisor to ICV Partners. Richard McDonald of Dykema Gossett PLLC acted as legal advisor to Diversified Restaurant Holdings. Duff & Phelps, LLC acted as financial advisor and provided fairness opinion to the company's Board of Directors in connection with the transaction. Equiniti Service Company acted as information agent and proxy solicitor for Diversified Restaurant Holdings and will be paid a fee of $6,000. Duff & Phelps will receive a fee of approximately $1.63 million for its services (transaction fee), against which the retainer fee of $25,000, fairness opinion fee in the amount of $250,000 and prior engagement fee of $50,000 shall be credited. Payment of the transaction fee is contingent upon consummation of the merger.