April 11 (Reuters) - Papa Murphy's Holdings Inc FRSH.O :
* MTY FOOD GROUP INC. AND PAPA MURPHY'S HOLDINGS, INC. ANNOUNCE DEFINITIVE MERGER AGREEMENT
* MTY FOOD GROUP INC - TOTAL TRANSACTION VALUE OF APPROXIMATELY US$190.0 MILLION (C$253.2 MILLION)
* MTY FOOD GROUP INC - DEAL FOR CASH CONSIDERATION OF US$6.45 PER SHARE
* MTY FOOD GROUP INC - TRANSACTION IS NOT SUBJECT TO ANY FINANCING CONDITION AND CONSIDERATION WILL BE 100% FUNDED IN CASH
* MTY FOOD GROUP INC - TERMS AND CONDITIONS OF MERGER AGREEMENT WERE UNANIMOUSLY APPROVED BY BOARDS OF DIRECTORS OF BOTH COMPANIES
* MTY FOOD GROUP INC - MTY WILL USE ITS CASH ON HAND AND ITS EXISTING CREDIT FACILITY TO FUND CASH CONSIDERATION
* MTY FOOD GROUP INC - DEAL EXPECTED TO BE IMMEDIATELY ACCRETIVE TO MTY'S EBITDA AND CASH FLOW PER SHARE
* MTY FOOD GROUP INC - MTY WILL USE ITS CASH ON HAND AND ITS EXISTING CREDIT FACILITY TO REPAY PAPA MURPHY'S NET DEBT
* MTY FOOD GROUP INC - SUBSIDIARY OF MTY WILL COMMENCE A TENDER OFFER TO PURCHASE ALL OF OUTSTANDING SHARES OF PAPA MURPHY'S COMMON STOCK
* MTY - PAPA MURPHY'S AGREED IT WILL NOT SOLICIT OR INITIATE DISCUSSIONS REGARDING ANY OTHER BUSINESS COMBINATION OR SALE OF MATERIAL ASSETS
* MTY FOOD GROUP INC - TRANSACTION PROVIDES FOR A TERMINATION FEE OF APPROXIMATELY US$5.7 MILLION PAYABLE BY PAPA MURPHY'S TO MTY IN CERTAIN CIRCUMSTANCES