The parent of theBravo!and Brio polished-casual chains has rejected a late acquisitions bid from Romano’s Macaroni Grill, saying the deal is not as good as the one that was accepted on March 7 from a Swiss group.
Romano’s offer for Bravo Brio Restaurant Group topped the bid of Spice Equity Group by about 18%, at $4.73 per share, or about $118 million. But the Swiss suitor is offering $4.07 per share, or roughly $100 million in total, in cash.
The offer has yet to be approved by shareholders, who were sent special proxy materials in late April.
Bravo Brio’s board noted that Romano’s offer is contingent on financing from third parties, including the private-equity firm Raven Capital Management, which was identified as a past suitor. The board said it had reviewed the earlier overtures from Raven as part of its exploration of financial alternatives, but opted in the end to accept the bid from Spice.
Bravo Brio also noted that a purchase by Romano’s, a direct competitor, would require a prior okay by regulators under federal anti-trust legislation. “Such condition is not applicable to the transactions contemplated by the Spice Merger Agreement,” the company said in announcing its decision this morning to stick with the Spice deal.
The statement noted that Romano’s was asked to provide proof of fully committed financing for the deal, but had not responded.
Romano’s presented its bid on May 9.
The chain, once a leader in the Italian casual segment, has been winnowed down in size by a succession of owners. It emerged from bankruptcy protection in February with 107 restaurants operation in 22 states and seven countries.
Bravo Brio’s two upscale Italian concepts operate in about 110 locations.