American Restaurant Concepts, Inc. Announces Agreement For The Purchase Of A Controlling Equity Interest In The Company
Michael Rosenberger, the company's CEO, has agreed to sell 15.5 million shares of the company's common stock to Seenu G. Kasturi for 3.2 cents per share
JACKSONVILLE, Fla., Aug. 15, 2012 /PRNewswire/ -- American Restaurant Concepts, Inc. (OTCBB: ANPZ), the operator and franchisor of America's award-winning Dick's Wings® restaurants, today announced that Michael Rosenberger , the company's CEO, has entered into an agreement for the sale of 15,530,000 shares of the company's common stock to Seenu G. Kasturi , the CEO of Blue Victory Holdings, for 3.2 cents per share in an all cash deal.
The 15.5 million shares being purchased by Mr. Kasturi represent approximately 45.3% of the company's outstanding common stock. The purchase price of 3.2 cents per share being paid by Mr. Kasturi effectively values American Restaurant Concepts at approximately $1.1 million. The company's common stock closed at 2.0 cents per share on August 14, 2012.
Pursuant to the terms of the agreement, Mr. Kasturi has already paid 40% of the purchase price to Mr. Rosenberger. In addition to the 3.2 cents per share purchase price, Mr. Kasturi has agreed to pay approximately $66,000 of operating expenses on behalf of American Restaurant Concepts.
Mr. Rosenberger will retain beneficial ownership of 4,573,000 shares, or 13.3%, of the company's common stock after the transaction closes.
The transaction is set to close the day after the company files its quarterly report on Form 10-Q for its second fiscal quarter ended June 24, 2012 with the SEC and its common stock is requoted on the OTC Bulletin Board.
"I am very excited to have the opportunity to work with Seenu and Blue Victory Holdings," stated Mr. Rosenberger. "Seenu is a very accomplished businessman who has obtained a tremendous amount of experience working with restaurant franchises during his career. He is a team player who will contribute immediately and significantly to the growth of American Restaurant Concepts. Blue Victory is a successful franchisee of many profitable restaurants including Kentucky Fried Chickens and Taco Bells. Together, we will grow American Restaurant Concepts quickly and efficiently across the nation."
The company plans to issue a series of press releases during upcoming weeks to provide additional information about Mr. Kasturi, Blue Victory Holdings, and the manner by which Mr. Kasturi and Blue Victory Holdings will be working with the company to help it succeed in executing upon its high-growth strategy.
About American Restaurant Concepts, Inc.
American Restaurant Concepts, Inc., headquartered in Jacksonville, Florida, is the owner, operator and franchisor of the Dick's Wings & Grill® full-service restaurants and Dick's Wing Express® express restaurants. The company prides itself on the 365 original mouth-watering flavors it has created for its premium grade chicken wings. Dick's Wings® offers customers the freshest wings, sandwiches, burgers, wraps, salads and signature waffle fries, all in a unique setting that combines a family-friendly environment with a sports-themed restaurant. Dick's Wings & Grill's® chicken wings have won numerous awards in Florida and Georgia, including having been voted "Best Chicken Wings in Northeast Florida" 12 consecutive years by Folioweekly magazine. Dick's Wings® currently has 16 full-service restaurants and 2 express restaurants. Fifteen of the restaurants are located in Florida, with one located in Georgia and two located in Canada. For more information on the company, please visit its website at www.dickswingsandgrill.com.
Safe Harbor Provision
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding the company's future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors set forth in the company's Annual Report on Form 10-K for the year ended December 25, 2011 and its other filings and submissions with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the company assumes no obligation to update or revise any of the information contained in this press release.
SOURCE American Restaurant Concepts, Inc.
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