Notice of Dismissal of Papa Murphy’s Holdings, Inc. Litigation and Agreement Upon Attorneys’ Fees

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Published July 19, 2019

NEW YORK, July 19, 2019 – Notice is hereby provided to all persons who held shares of Papa Murphy’s Holdings, Inc. (“Papa Murphy’s” or the “Company”) common stock at any time during the period from and including April 11, 2019 through May 23, 2019. The purpose of this Notice is to inform you about developments with respect to the putative class action lawsuit captioned Swan v. Papa Murphy’s Holding, Inc., et al., C.A. No. 2019-0343-KJSM (the “Action”), including the dismissal of the Action and an agreement to pay attorneys’ fees and expenses to counsel for Plaintiff Arnold Swan (“Plaintiff”) in the Action. On April 10, 2019, the Company entered into an Agreement and Plan of Merger with MTY Franchising USA, Inc. (“Parent”) and MTY Columbia Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the acquisition of the Company by Parent in an all-cash transaction, consisting of a tender offer in the amount of $6.45 per share in cash (the “Offer”) for all of the outstanding shares of the Company’s common stock, followed by a subsequent merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.  On April 25, 2019, the Company filed a Solicitation/Recommendation Statement with the Securities and Exchange Commission (“SEC”) on Schedule 14D-9 (the “Original Schedule 14D-9”) relating to the Offer. On May 7, 2019, Arnold Swan, a purported stockholder of the Company, filed the Action and named as defendants the Company, members of the Company’s Board of Directors (the “Board”), Merger Sub, and Parent.  The complaint alleged, among other things, that the Board violated its fiduciary duties under Delaware law by failing to provide in the Original Schedule 14D-9 all material information needed by stockholders to make an informed decision whether to tender their shares or seek appraisal.  As relief, the complaint sought, among other things, an injunction against the Offer and the Merger, rescissory damages should the Offer and the Merger be consummated, and an award of attorneys’ and experts’ fees.  The Company and the other defendants have denied that they have committed any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Action, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties. After the complaint was filed, the Company determined to provide certain additional disclosures that are supplemental to those contained in the Original Schedule 14D-9, which were included in amendments to the Original Schedule 14D-9 filed with the SEC on May 10, 2019 and May 15, 2019 (the “Supplemental Disclosures”).  On June 10, 2019, the Court approved a stipulation under which the Plaintiff voluntarily dismissed the Action with prejudice as to himself only, but without prejudice to any other putative class member.  The Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of Plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the Action (the “Fee Application”).  Following negotiations after Plaintiff filed the Fee Application, the Company agreed, while denying any and all liability, to pay $180,000 to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the Fee Application.  The Court has not been asked to review, and will pass no judgment on, the payment of attorneys’ fees and expenses. Attorneys for Plaintiff and Papa Murphy’s may be contacted at the following addresses:     Levi & Korsinsky, LLP Donald J. Enright, Esq. 1101 30th Street, NW Suite 115 Washington, DC 20007 Tel: (202) 524-4290 Fax: (866) 367-6510   Attorney for Plaintiff Perkins Coie LLP Ronald L. Berenstain Sean C. Knowles 1201 Third Avenue, Suite 4900 Seattle, WA 98101 Tel: (206) 359-8000 Fax: (206) 359-9000 Attorneys for Papa Murphy’s Holdings, Inc.