Business Services Industry

Boston Restaurant Associates Signs Agreement

Business Wire, March 24, 2006

BOSTON -- Boston Restaurant Associates, Inc. (OTC:BRAI.OB) announced that the Company consummated a merger with Dolphin Direct Equity Partners, LP ("Dolphin") and Braidol Acquisition Corp., with the Company surviving the merger. Under the terms of the Merger Agreement the common stockholders of the Company, would be entitled to receive an amount equal to $0.70 without interest, per share of common stock.

Under the terms of the Merger Agreement, the preferred stockholders of the Company would be entitled to receive a liquidation preference as set froth in the certificate of designation for the preferred stock, without interest, as well as the product of the number of shares of common stock that such shares of preferred stock are convertible into immediately prior to the merger and $.70, without interest. The consummation of the Merger is subject to customary closing conditions, including the approval of the stockholders of the Company.

The Company intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement and other relevant documents in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by the Company with the SEC, when they become available, at the SEC's web site at http://www.sec.gov. The Company and its directors, executive officers and solicitation of proxies from its security holders in connection with the proposed Merger. Information concerning the interests of the Company's participants in the solicitation is set forth in the Company's most recent proxy statement and Annual Report on Form 10-K (filed with the SEC on August 8,2 005 and July 22, 2005 respectively) and will be set forth in the proxy statement relating to the merger when it becomes available.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

Statements in this press release regarding Boston Restaurant Associates, Inc, business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the company's Annual Report or Form 10-K for the most recently ended fiscal year.

COPYRIGHT 2006 Business Wire
COPYRIGHT 2008 Gale, Cengage Learning
 

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