


October 31, 2007 Shareholders at Two Major Companies Approve Ownership Changes
Shareholders of Applebee’s
International and MidWest Air Group have recently approved ownership changes within their respective companies.
Those at Applebee's voted to approve IHOP Corp.'s $1.9 billion acquisition of the
restaurant chain
despite differences among independent shareholder advisory firms on whether to
recommend the deal. Applebee’s said in a statement that votes in favor of the
deal represented more than 70 percent of its common shares. Applebee's, hit hard by weakened
consumer spending and competition from rival bar-and-grill chains, in July
agreed to be bought IHOP for $25.50 a share plus debt. The company said
yesterday the deal is expected to close by Nov. 29. In February, following months of
behind-the-scenes maneuvering and a brief proxy fight with activist shareholder
Richard Breeden, Applebee’s said it was considering its strategic options,
including a possible sale. In recent weeks, independent advisory firms,
Institutional Shareholder Services and Glass Lewis & Co., recommended that
Applebee's shareholders vote in favor of the proposed sale. Rival firms, Proxy
Governance and Egan-Jones Proxy Services, had advised Applebee’s shareholders
to oppose the deal. IHOP CEO Julia Stewart, a former Applebee's president, said on a conference call last week that the two companies were already working on the integration process. On Monday, Applebee's said its year-to-date sales through September in restaurants open for at least a year were down 1.8 percent.
Meanwhile, shareholders of MidWest Air approved a merger agreement that would provide for the acquisition of the company by MidWest Air Partners LLC, an affiliate of TPG Capital LP, formerly Texas Pacific Group.
As part of the agreement, each outstanding share of MidWest's common stock will be converted into the right to receive $17 per share in cash.
The transaction is expected to culminate in the fourth quarter of this year, and is subject to customary conditions inclduing anti-trust approvals.
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