Back Bay Restaurant Group Stockholders Approve Merger

Business Wire, March 26, 1999

BOSTON--(BUSINESS WIRE)--March 26, 1999--Back Bay Restaurant Group, Inc. (NASDAQ:PAPA) announced that at a special meeting of its stockholders held earlier today, stockholders overwhelmingly approved the Agreement and Plan of Merger between Back Bay and SRC Holdings, Inc., a corporation formed by Charles F. Sarkis, Back Bay's Chairman, President and Chief Executive Officer, pursuant to which SRC Holdings will acquire Back Bay. 81.2% of the outstanding Back Bay stock voted in favor of the transaction.

Under the terms of the merger agreement, SRC Holdings will be merged with and into Back Bay and each outstanding public share of Back Bay common stock will be converted into the right to receive $10.25 per share, net to the seller in cash. In addition, Back Bay's existing indebtedness of approximately $3 million will be refinanced as part of the merger. Mr. Sarkis, certain members of Back Bay's senior management and their affiliates will continue to be stockholders of Back Bay once the transaction is completed.

Subject to the satisfaction of necessary closing conditions, including the receipt of approximately $34 million of cash proceeds from financing commitments, Back Bay and Mr. Sarkis expect the merger to close within the next several days.

Back Bay Restaurant Group, Inc. owns and operates thirty-four full-service restaurants located in New England, New York, New Jersey and the District of Columbia. Fourteen restaurants feature Italian cuisine and are operated under the Papa-Razzi trade name. Twenty restaurants serve American-style food and are operated under several trade names include Joe's American Bar & Grill, Charley's Eating & Drinking Saloon, Hillary's, J.C. Hillary's, Ltd., Abe & Louie's and The Famous Atlantic Fish Company.

Some of the statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information is inherently subject to risks and uncertainties, which include, but are not limited to, the successful completion of this transaction, overall economic, market, and industry conditions, and the risks described from time to time in reports filed by Back Bay with the Securities and Exchange Commission, including its most recently filed Form 10-K report. Should any such risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results or outcomes may vary materially from those anticipated.