Chanticleer Holdings Executes Agreement and Plan of Merger to Acquire Spoon Bar & Kitchen

Chanticleer Holdings, Inc. (NASDAQ: HOTR), headquartered in Charlotte, North Carolina, announced today that the Company has executed an Agreement and Plan of Merger to acquire Spoon Bar & Kitchen through the purchase of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC.

Jan 15, 2014 - 12:05
Chanticleer Holdings, Inc. (NASDAQ: HOTR), headquartered in Charlotte, North Carolina, announced today that the Company has executed an Agreement and Plan of Merger to acquire Spoon Bar & Kitchen through the purchase of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC. Once the transaction is finalized, Dallas Spoon and Dallas Spoon Beverage will be subsidiaries of the Company. 

Spoon Bar & Kitchen is a fine dining seafood restaurant by Chef John Tesar. The restaurant has received numerous awards from national publications including Conde Nast, Bon Appetite, and Esquire Magazine. Chanticleer intends to expand the Spoon brand into a new, fast-casual dining concept.

Mike Pruitt, CEO and President of Chanticleer Holdings commented, "We are excited to complete this acquisition. As we begin our 2014 growth strategy, we believe the Spoon brand has the appeal that today's consumers are looking for in a cutting-edge, wholesome seafood menu. We look forward to expanding the brand with the culinary knowledge of Chef Tesar."

The terms of the agreement calls for Chanticleer to issue 195,000 HOTR units to Express Working Capital, L.L.C., the parent company of Dallas Spoon and Dallas Spoon Beverage. Each unit consists of one share of the Company's common stock, and one five-year warrant, 97,500 of which are exercisable at $5.50 and 97,500 exercisable $7.00. The value of the share exchange will be dependent upon Chanticleer Holding's stock price at date of closing. Final closing is anticipated on or before January 31, 2014.