ADW Capital Proposes to Acquire Driven Brands for $18.00 per Share
ADW Capital, which owns approximately 3.7% of the common stock of Driven Brands, issued an open letter to the company's board of directors and controlling shareholder Roark Capital Group announcing its proposal to acquire the company for $18.00 per share in cash. The letter said, "As we mentioned in our letter dated March 26, 2026, we are a significant stockholder of Driven Brands Holdings Inc. and have spent considerable time analyzing its franchise system, capital structure, and strategic positioning. We have increased our position since our last letter, and now beneficially own approximately 3.7% of the Company's Common Stock. We are disappointed that neither the Company nor Roark Capital Group, the Company's controlling shareholder, has even acknowledged the receipt of our prior letter and call for the Company to undertake a strategic review process. As we remain convinced of the value of Driven Brands and believe that stockholders deserve a chance to realize value for their investment, we hereby propose to acquire all the outstanding shares of Driven Brands' Common Stock that we do not already own for $18.00 per share in cash. Our proposal represents a 41% premium over yesterday's closing price of $12.74 per share and a 42% premium over the 30-day volume-weighted average price of $12.69. We believe our proposal provides a highly attractive opportunity for shareholders to obtain substantial and immediate cash value for their shares, which is greater than what Driven Brands can be expected to achieve for shareholders on its current course. We continue to believe that Driven Brands is materially undervalued due to self-inflicted structural, capital allocation, and governance failures. Roark continues to focus on trying to position its larger restaurant platforms to go public for a limited partner base starved of "DPI" at the expense of attending to Driven Brands. Is this how Roark treats its private investors who "lock-up" their capital for 10,15, or 20 years? Is this the type of behavior that engenders goodwill with future public market investors? It is not lost on us that Roark is focused on preparing Inspire Brands to go public and that other large assets like Subway will eventually need to find their way into passive liquid markets as well. We ask both Roark and the Company, is this how public minority investors should expect to be treated by Roark controlled entities in the future?... We request that the Company meet with us as soon as possible and by no later than May 15th 2026, so we can start constructive discussions regarding our proposal and entry into an appropriate confidentiality agreement so we can start due diligence. We look forward to hearing from you and working together towards a mutually agreeable transaction that is in the best interests of shareholders. We also would support Driven Brands immediately undertaking a strategic review process to maximize value for all shareholders, as we urged the Board to do in our prior letter. If the Company refuses to engage with us in good faith, we reserve all rights, including taking our proposal directly to shareholders and pursuing any available legal remedies to ensure the Company's shareholders can realize the true value of their investment."
