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 firstname.lastname@example.org with questions.
/s/ Marcus E. Jundt
Marcus E. Jundt, Chief Executive Officer