According to the Complaint, Buffalo Wild Wings is an established and growing owner, operator, and franchisor of restaurants featuring a variety of boldly-flavored, crave-able menu items. The Company’s restaurants include an extensive multi-media system, a full bar and an open layout, which appeals to both sports fans and families. Buffalo Wild Wings offers the option of watching sporting events on approximately sixty televisions, competing in Trivia or playing video games.
On November 28, 2017, Buffalo Wild Wings and Arby’s issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Arby’s will acquire Buffalo Wild Wings. Under the terms of the Merger Agreement, Buffalo Wild Wings shareholders will have the right to receive $157.00 in cash per share for each share of Company common stock they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $2.9 billion.
On December 28, 2017, Buffalo Wild Wings filed a Definitive Proxy Statement (the “Proxy”) on Schedule 14A with the SEC. The Complaint alleges that the Proxy, which recommends that Buffalo Wild Wings shareholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the financial analyses conducted by the Company’s financial advisor, Goldman Sachs & Co. LLC (“Goldman Sachs”); and (ii) past dealings or a historical relationship between Goldman Sachs and either Buffalo Wild Wings or Arby’s.