Bandera Partners To Vote In Favor of Morgan’s Foods Inc. (MRFD) Merger With Apex

In an amended filing with the Securities and Exchange Commission, Gregory Bylinsky and Jefferson Gramm’s Bandera Partners has disclosed entering into a voting agreement with Apex Restaurant Management Inc. and Apex Brands Foods Inc. in connection with their plans to acquire Morgan’s Foods Inc. (OTCMKTS:MRFD). Pursuant to the terms of the voting agreement, the fund agreed to vote all of the shares it beneficially owns in favor of the merger and against certain other corporate transactions. The voting agreement terminates if, among other things, the merger agreement is terminated in accordance with its terms or upon completion of the merger, according to the filing.

Bandera Partners owns around 1.05 million shares of Morgan’s Foods Inc. (OTCMKTS:MRFD), equivalent to 26.0% of the company’s common stock and remains unchanged.

Morgan's Foods

Morgan’s Foods Inc. (OTCMKTS:MRFD) was formed in 1925 and it owns and operates 68 KFC, Taco Bell and Pizza Hut Express franchises in Ohio, Pennsylvania, West Virginia, Illinois, New York and Missouri.

According to a news release on March 31, Apex Restaurant Management Inc. has agreed to acquire Morgan’s Foods Inc. (OTCMKTS:MRFD) for $5.00 per share in cash. The proposed acquisition is subject to approval by Morgan’s Foods Inc. (OTCMKTS:MRFD) shareholders and is expected to close during the summer of 2014. The deal is approved by the boards of directors of both companies.

Based in New York, Bandera Partners was founded by Greg Bylinsky and Jeff Gramm in 2006. At the end of the fourth quarter of 2013, the value of the fund’s equity portfolio was $204.3 million. Last month, Bandera Partners disclosed in a new filing that Jeff Gramm was appointed to be elected to the board of directors of Ambassadors Group Inc (NASDAQ:EPAX).

At the beginning of the year, Bandera Partners reported reducing its exposure to Tandy Leather Factory, Inc. (NASDAQ:TLF), holding 2.86 million shares, which represent around 28% of common stock.

Disclosure: none

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