(TRANSLATION FROM SPANISH LANGUAGE VERSION) PRESS RELEASE

Tasty Bidco, S.L.U.

TASTY REAFFIRMS THE TERMS OF ITS TAKEOVER BID ON TELEPIZZA

Tasty reaffirms the offer price of EUR 6 in cash per Telepizza share

The acceptance period will end on April 30th

Tasty intends to take Telepizza private

The offer is only subject to the 75% acceptance condition

This condition can be waived by Tasty the day after the CNMV reports to Tasty the level of acceptance

If Tasty is not satisfied with the level of acceptances, Tasty will not waive the condition and as such will abandon the transaction

As today marks the last opportunity for Tasty Bidco, S.L.U. ("Tasty")-an investment vehicle wholly- owned by funds and accounts managed or advised by KKR Credit Advisors (US) LLC or its affiliated entities (together with its affiliates, "KKR")-to amend the terms of its takeover bid on Telepizza Group, S.A. ("Telepizza"), Tasty would like to reaffirm the following:

The price of EUR 6 per share is final and will not be increased.

The acceptance period will not be extended and will end, as scheduled, on April 30th.

Tasty intends to delist Telepizza's shares and take it private at the price of the Offer (i.e. EUR 6 in cash per share), either (a) by exercising the squeeze-out rights, if the relevant requirements are met, or failing that, (b) by means of a sustained purchase order for the acquisition of the shares in Telepizza held by other shareholders.

Tasty is not required to hold a specific ownership stake post-settlement of the Offer to delist Telepizza's shares through the sustained purchase order process. The delisting would take place following a general shareholders' meeting. This is because the price offered by Tasty meets the requirements established in Royal Decree 1066/2007 for delisting purposes.

Shareholders are reminded that the only remaining condition is the 75% acceptance condition. However, as described in section 3.4.1 of the Prospectus, Tasty can waive the acceptance condition the day after the CNMV reports to Tasty the number of shares that have been tendered (which will occur shortly after the close of the acceptance period on April 30th). Equally, if Tasty deems the level of acceptances to be unsatisfactory, Tasty will not waive the condition and, as such, will abandon the Offer.

Shareholders of Telepizza who committed to tender shares representing 12.73% of Telepizza's share capital have already accepted the Offer. Additionally, the board of directors announced in its report on the Offer dated April 9, 2019, that it would tender the treasury shares-representing 2.72% of Telepizza's share capital-, and that the chief executive officer and the secretary of the board of directors-who

(TRANSLATION FROM SPANISH LANGUAGE VERSION) PRESS RELEASE

Tasty Bidco, S.L.U.

together hold shares representing 0.55% of Telepizza's share capital-also had the intention to tender their shares.

Together with its current 28.57% stake and the acceptances received from other shareholders, KKR has already secured, at least, 44.57% of Telepizza's capital.

As described in section 4.1 of the Prospectus, KKR's investment horizon is 5 years, subject to market conditions. Currently, Tasty does not anticipate further purchases of shares from the shareholders who chose not to tender their shares in the Offer and roll their holdings into the private and delisted structure.

Finally, regarding the Offer Price, it is noted that:

The price of the Offer represents a premium of approximately 33.5 percent to the undisturbed closing price of a Telepizza share of EUR 4.50 on December 19, 2018 (being the date before market speculation of a possible offer by Tasty for Telepizza).

The consideration under the Offer implies a valuation of approximately EUR 604 for the entire share capital of Telepizza, an enterprise value of approximately EUR 748 (including net debt of EUR 144 million as of year-end 2018) and an enterprise value multiple of 11.5 times Telepizza's Comparable EBITDA for the 12 months ended December 31, 2018.

The price of the Offer (i) is the result of an extensive valuation exercise performed by a third party valuation expert; (ii) has been designated an equitable price by the CNMV; (iii) qualifies as a fair price to take Telepizza private irrespective of the ownership stake reached post-settlement of the Offer; and (iv) has been further confirmed as a fair price, from a financial perspective, by Telepizza's financial advisor.

This financial advisor has contacted 33 potential strategic investors and financial sponsors to assess their interest in making a competing takeover bid for the acquisition of all the shares in Telepizza at a price higher than the Offer price without success.

The detailed terms of the Offer are described in the prospectus approved by the Spanish National Securities Market Commission on March 28, 2019, which is available on Telepizza's website (www.telepizza.com) and on CNMV's website (www.cnmv.es).

Madrid, April 25, 2019

Tasty Bidco, S.L.U.

Antonio Santiago Pérez

Attachments

  • Original document
  • Permalink

Disclaimer

Telepizza Group SA published this content on 26 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 April 2019 06:02:11 UTC