Foodtastic Inc., a Canadian restaurant franchisor, announced Tuesday that it is proposing to acquire all outstanding shares of MTY Food Group Inc. for $43 per share in cash or close to $1 billion, “which would deliver certain value to shareholders at a significant premium.”
“Specifically, the purchase price represents a 32% premium to MTY’s current share price and a 37% premium to MTY’s 30-day volume-weighted average price,” said the company in a news release.
Foodtastic said it first communicated its proposal to MTY in written form on October 15 and reiterated it on October 20, “only to be repeatedly rebuffed by MTY.”
Foodtastic also issued on Tuesday a public letter to MTY’s Board of Directors in connection with the Proposed Transaction.
“I have long had tremendous respect for Stanley Ma and the organization he built. MTY is a great company with excellent opportunities, but it has unfortunately not lived up to its full potential in recent years. We are very excited about the Proposed Transaction and believe it would not only deliver full and certain value to MTY’s shareholders, but also would be an incredible combination for its franchisees and employees. We are therefore disappointed that MTY has rejected the Proposed Transaction without engaging in substantive dialogue. Nevertheless, we are confident that MTY’s shareholders will recognize the compelling value of our Proposed Transaction and that it represents a superior path forward to MTY’s standalone strategy,” said Peter Mammas, President and CEO of Foodtastic.
Foodtastic is a leading Canadian restaurant franchisor with a portfolio of 30 diverse brands and nearly 1,200 establishments across the country. As a growing industry player, Foodtastic said it focuses on innovation, operational excellence, and the legacy of local brands to drive both national and international expansion. Iconic brands include Milestones, Dunkin’, Pita Pit, Quesada, Second Cup, Rotisseries Benny, La Belle et La Bœuf, and Freshii, among others.
MTY Food Group franchises and operates quick-service, fast casual and casual dining restaurants over 80 different banners in Canada, the US and Internationally. Based in Montreal, MTY has 6,966 locations.
MTY Food Group statement
In a statement released on Tuesday, MTY said: “On October 9, 2026, the Corporation announced the end of its strategic review, more than ten months after publicly announcing on November 17, 2025 that the Board of Directors had initiated the process. A Special Committee of independent Directors was formed in connection with the review, and the Corporation was assisted by financial and legal advisors. The robust and comprehensive process included engagement with a range of interested parties and consideration of a broad set of strategic alternatives, including a sale of all or part of the Corporation and the continued execution of its business plan. Following that review, the Special Committee and the Board of Directors unanimously concluded that the most compelling path forward to drive shareholder value was to accelerate the evolution of the Corporation’s current strategic plan, with a sharpened focus on efficiency, simplification and disciplined capital allocation. These priorities reflect the Board’s and management’s confidence in the Corporation’s underlying business and a disciplined approach to capital allocation.
“Following the announcement of the end of its strategic review, prior to which Foodtastic had been afforded multiple extensions of its exclusivity period to secure its financing and close the transaction, the Corporation received non-binding and conditional proposals from Foodtastic dated October 15 and October 20, 2026, each at a proposed purchase price of $43.00 per share, and in addition to the letter issued today by Foodtastic reiterating its October proposals. Following a robust review process and careful consideration of those proposals, the Board unanimously determined that pursuing the October proposals was not in the best interests of the Corporation or its shareholders. Accordingly, the Corporation rejected the October proposals and formally terminated discussions with Foodtastic. No agreement, understanding or arrangement was entered into in connection with those October proposals.”
The full text of Foodtastic’s letter to MTY can be found here. The full response by MTY can be found here.
“We believe MTY owns many wonderful brands and has many terrific franchisee partners. However, over the past decade, MTY became undisciplined in its operations and acquisitions. Since 2020, MTY has written down $220 million of acquisition value, equivalent to nearly $10 per Share or close to one-third of the Company’s current market value. MTY acquired too many concepts—some good and some bad—and it is not generating organic growth in the aggregate. We believe getting MTY’s portfolio back on track requires patient, long-term focus, which is very difficult to do under the short-term pressure of public markets,” it said.
“As a result, we believe our Proposed Transaction presents a great opportunity for MTY’s shareholders to realize certain, premium value in cash. We believe the alternative is a highly uncertain and unsubstantiated bet on the Company to reverse multi-year declines in operating performance amidst an increasingly challenging macroeconomic environment.”
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