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Mexican Restaurants, Inc. Gives Notice of Special Meeting of Shareholders

POSTED ON April 15th, 2014  - POSTED IN Press Releases

Notice of Special Meeting of Shareholders

To Be Held on May 7, 2014

To the Shareholders of
Mexican Restaurants, Inc.:

A Special Meeting (the “Special Meeting”) of the Shareholders of Mexican Restaurants, Inc., a Texas corporation (the “Company”), will be held on Wednesday, May 7, 2014 at 10:00 a.m. (Central Time) at the offices of the Company’s legal counsel, Maslon Edelman Borman & Brand, LLP, located at 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota. The Special Meeting is being held for the sole purpose of approving and adopting the Agreement and Plan of Merger by and between the Company and CASA Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Williston Holding Company, Inc., a copy of which is attached hereto as Exhibit A, and any and all other documents contemplated thereby.

Holders of record of the Company’s ownership interests at the close of business on April 10, 2014, are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

Texas law provides shareholders with the right to dissent from the merger. Attached hereto as Exhibit B is a summary of dissenters’ rights under Texas law. Attached hereto as Exhibit C is a copy of the relevant sections of the Texas Business Organizations Code concerning dissenters’ rights. If you wish to exercise your dissenters’ rights, you must send the Company a completed and executed demand form such that it is received by the Company before May 7, 2014, at the Company’s address set forth above.

By Order of the Chief Executive Officer

Date: April 11, 2014 /s/ Marcus E. Jundt
Marcus E. Jundt

Mexican Restaurants, Inc. Letter to Shareholders

POSTED ON April 11th, 2014  - POSTED IN Press Releases

April 11, 2014

Dear Mexican Restaurants, Inc. Shareholder:

In March of 2014, Williston Holding Company, Inc., a Nevada corporation (“Williston”), acquired approximately 80% of the capital stock of Mexican Restaurants, Inc. (the “Company”) through a series of private transactions with certain controlling shareholders of the Company at a price of $4.06 per share. Williston is a North-Dakota based company formed for developing and owning certain infrastructure-related projects, primarily in the Bakken region of North Dakota.

I am pleased to announce that the Company has also entered into an Agreement and Plan of Merger with CASA Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Williston (the “Acquisition Corp.”), pursuant to which Acquisition Corp. will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). The Merger will permit Williston to acquire the remaining 20% of capital stock of the Company such that, following the Merger, Williston will own 100% of the Company. Each of the Company’s shareholders will receive $4.06 in cash in exchange for each share of the Company’s capital stock held by him, her or it.

Currently, neither the Company nor Williston is a reporting company under the Securities Exchange Act of 1934, as amended. Under Texas law, the Company is required to call a special meeting of shareholders in order to vote on the Agreement and Plan of Merger. In order to be approved, the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote must vote in favor of the Agreement and Plan of Merger. We have received notice that Williston, the beneficial owner of 80% of the Company, intends to vote FOR the Merger. Enclosed is a copy of the Notice of Special Meeting of Shareholders to be held on Wednesday, May 7, 2014.

Assuming the Merger is approved, the Company’s transfer agent and paying agent, Computershare, Inc., will be providing you information regarding how payment is to be received for your shares of Company common stock.

Please contact Lawrence Neumann, our Chief Financial Officer, at (952) 942-5518 or neumann@willistonholdingcompany.com with questions.

/s/ Marcus E. Jundt

Marcus E. Jundt, Chief Executive Officer

Mexican Restaurants, Inc. Announces Executive Changes

POSTED ON April 3rd, 2014  - POSTED IN Press Releases

Houston, Texas – Mexican Restaurants, Inc. (MRI) announced today that Curt Glowacki is no longer MRI’s President and Chief Executive Officer and that Loic Porry is no longer MRI’s Chief Operating Officer. MRI also announced that MRI has appointed Marcus Jundt Chief Executive Officer, Perry Brush, President and Chief Development Officer and Lawrence Neumann, Chief Financial Officer.

MRI owns and operates 46 and franchises 11 full-service and Mexican-themed restaurants, primarily in the greater Houston metropolitan area, under the following brands: Casa Ole’®; Crazy Jose’s®; Monterey’s Little Mexico®; and Tortuga Mexican Kitchen®. MRI also operates a fast casual restaurant concept under the name Mission Burrito®.

Marcus Jundt is currently the Chief Executive Officer of Williston Holding Company, Inc. (PINKSHEETS: WHCA), (WHC). WHC is a North Dakota-based company formed for developing and owning certain infrastructure related projects, primarily in the Bakken region of North Dakota. WHC currently owns four restaurants in Williston, North Dakota: Williston Brewing Company; Doc Holliday’s; J Dub’s Bar & Grill; and Gramma Sharon’s. Perry Brush is currently the President and Chief Development Officer of WHC and has extensive restaurant experience with companies such as Kona Grill and P.F. Chang’s. Lawrence Neumann is currently the Chief Financial Officer of WHC and has extensive accounting and financial experience.

On March 18, 2014, WHC and MRI announced that WHC had acquired approximately 80% of MRI) in a series of private transactions with certain controlling shareholders of MRI at a price of $4.06 per share. WHC and MRI also announced that day that they had entered into a Merger Agreement with MRI pursuant to which the remaining approximate 20% of MRI stockholders would receive $4.06 per MRI share in cash. As part of this transaction, Marcus Jundt was appointed to the MRI Board and the remaining directors: Michael Domec, Larry Forehand and Curt Glowacki resigned as directors. This merger with respect to the remaining 20% of MRI is expected to close within 45 days.

Marcus Jundt, CEO of MRI, stated: “We want to thank both Curt and Lou for their efforts over the past several years. They have built a strong team at MRI and we believe that our new seasoned and experienced senior management team can help that team grow MRI substantially over the next few years.”

Forward-looking Statements
Certain of the matters discussed in this announcement may contain forward-looking statements that involve material risks to and uncertainties in WHC’s and MRI’s business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include, among other things, WHC’s ability to close the merger for the balance of MRI and other risks and uncertainties. This is not a solicitation to buy or sell securities and does not purport to be an analysis of either company’s financial position.

Contact
Marcus Jundt
Chief Executive Officer
Tel 701-651-3011
jundt@willistonholdingcompany.com

Williston Holding Company Buys Controlling Interest In Mexican Restaurants, Inc.; Announces Merger Agreement

POSTED ON March 18th, 2014  - POSTED IN Press Releases

Williston Holding Company, Inc. (OTC: WHCA) (WHC) announced today that it acquired approximately 80% of Mexican Restaurants, Inc. (MRI) in a series of private transactions with certain controlling shareholders of MRI at a price of $4.06 per share. The last of these transactions should close no later than Wednesday, March 19, 2014.

In a separate transaction, WHC also announced that it has entered into a Merger Agreement with MRI pursuant to which the remaining approximate 20% of MRI stockholders would receive $4.06 per MRI share in cash. This merger is expected to close within 45 to 60 days. Following the merger, WHC will own 100% of MRI.

MRI owns and operates 46 and franchises 11 full-service and Mexican-themed restaurants, primarily in the greater Houston metropolitan area, under the following brands: Casa Ole’®; Crazy Jose’s®; Monterey’s Little Mexico®; and Tortuga Mexican Kitchen®. MRI also operates a fast casual concept restaurant under the name Mission Burrito®.

WHC is a North Dakota-based company formed for developing and owning certain infrastructure related projects, primarily in the Bakken region of North Dakota. WHC currently owns four restaurants in Williston, North Dakota: Williston Brewing Company; Doc Holliday’s; J Dub’s Bar & Grill; and Gramma Sharon’s. Several of WHC’s founders have significant restaurant operating experience with companies such as Kona Grill and P.F. Chang’s.

Marcus Jundt, CEO of WHC stated, “We believe that our seasoned and experienced management team can help grow MRI substantially over the next few years. We believe that a number of the brands have significant expansion capabilities.”

Curt Glowacki, President and CEO of MRI, indicated that “We are proud of what we have accomplished in building our brand of restaurants and look forward to working with WHC’s management team.”

Forward-looking Statements

Certain of the matters discussed in this announcement may contain forward-looking statements that involve material risks to and uncertainties in WHC’s and MRI’s business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include, among other things, WHC’s ability to close the merger for the balance of MRI and other risks and uncertainties. This is not a solicitation