Foodtastic Proposes to Acquire MTY Food Group for $43 Per Share in Cash

Peter Mammas, President and CEO of Foodtastic, said, “I have long had tremendous respect for Stanley Ma and the organization he built. MTY is a great company with excellent opportunities, but it has unfortunately not lived up to its full potential in recent years. We are very excited about the Proposed Transaction and believe it would not only deliver full and certain value to MTY’s shareholders, but also would be an incredible combination for its franchisees and employees. We are therefore disappointed that MTY has rejected the Proposed Transaction without engaging in substantive dialogue. Nevertheless, we are confident that MTY’s shareholders will recognize the compelling value of our Proposed Transaction and that it represents a superior path forward to MTY’s standalone strategy.”

Following is the full text of Foodtastic’s November 3, 2026 letter:

MTY Food Group Inc. 8210 Transcanada Road, Saint-Laurent, Quebec, H4S 1M5

Attention: Board of Directors of MTY Food Group

Dear Members of the Board of Directors:

We are writing to express our disappointment with your most recent letter dated October 30, 2026 that states the Board has “determined that it is not in [MTY’s] best interest to engage with [us] with respect to the Non-binding Foodtastic Letter.” You have dismissed our written offers twice without substantiating your reasoning or offering suggestions for a pathway to continued engagement.

We believe that, when one focuses on all the facts, our non-binding proposal to acquire all shares (the “Shares”) of MTY (the “Company”) for a purchase price of $43 per Share in cash (the “Proposed Transaction”) is definitively in the best interest of shareholders.

Our price represents an approximate 32% premium to the closing price of the Shares on October 30, 2026 and a 37% premium to the 30-day volume-weighted average price of the Shares for the period ended on that date.

$43 per Share is greater than the price target calculated by every major Canadian bank analyst. Their average one-year forward price target, discounted to present value, does not project an increase above today’s price of approximately $32 per Share. Notably, these price targets are calculated based on forecasts that assume the Company’s EBITDA stabilizes and grows.

Presumably the Board has approved budgets and strategies in the pursuit of EBITDA growth. Yet this growth has failed to materialize. Instead, MTY’s EBITDA has been in continuous, steady decline. This is not due to a one-time miss; unit counts and same-store sales have both consistently declined over the last decade (setting aside the impacts of acquisitions and the volatile Covid-19 years).

MTY’s stock price performance has followed its operating results, significantly underperforming competitors and the broader stock market for years, as shown below:

We believe MTY owns many wonderful brands and has many terrific franchisee partners. However, over the past decade, MTY became undisciplined in its operations and acquisitions. Since 2020, MTY has written down $220 million of acquisition value, equivalent to nearly $10 per Share or close to one-third of the Company’s current market value. MTY acquired too many concepts—some good and some bad—and it is not generating organic growth in the aggregate. We believe getting MTY’s portfolio back on track requires patient, long-term focus, which is very difficult to do under the short-term pressure of public markets.

As a result, we believe our Proposed Transaction presents a great opportunity for MTY’s shareholders to realize certain, premium value in cash. We believe the alternative is a highly uncertain and unsubstantiated bet on the Company to reverse multi-year declines in operating performance amidst an increasingly challenging macroeconomic environment.

Financing

Subject to completion of confirmatory diligence, the Proposed Transaction will be fully committed at the execution of the definitive agreements – financed by Foodtastic and its institutional relationship partners.

Foodtastic is the Best Buyer

Foodtastic is uniquely well-positioned to acquire MTY. Our bid essentially pays MTY shareholders for a large percentage of the synergies we can create by combining our businesses. Our deep M&A experience within the franchise sector means we can manage the integration seamlessly. As a leading franchisor with locations across Canada, we are willing to acquire a complicated cross-border portfolio with a challenging operating history.

Beyond delivering premium value to shareholders, we believe Foodtastic is well-positioned to provide the best path forward for all MTY stakeholders, including franchisees and employees. As a leading franchisor with locations across Canada, Foodtastic has a deep understanding of the franchise restaurant business and is well-positioned to be a dedicated steward of MTY’s brands.

Structure and Advisors

We anticipate that the Proposed Transaction would be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act.

We have assembled a top-tier advisory team. Davies Ward Phillips & Vineberg LLP, Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors, Longacre Square Partners is serving as strategy and communications advisor, and Kingsdale Advisors is serving as strategic shareholder advisor to Foodtastic. We and our advisors remain available to meet immediately and move expeditiously. We are highly confident that we can negotiate and sign definitive agreements in short order.

Timing and Next Steps

We want to reiterate that we would prefer to work constructively with the Board, and we would be pleased to meet with the Board or the special committee if invited.

A less motivated buyer may have been rebuffed by your dismissive letters. However, we are committed to this transaction and believe shareholders deserve the opportunity to evaluate it themselves. We are confident that the overwhelming support our proposal will receive from shareholders will resolve any remaining doubts the Board may have.

We urge the Board to consider the Proposed Transaction in good faith consistent with its fiduciary duties. As Mr. Lefebvre stated when announcing the end of the strategic review, “MTY is at an inflection point.” We agree, and that is precisely why the Board should not dismiss a premium cash proposal that gives shareholders certain value today rather than asking them to bear the risk of a plan that, by the Company’s own admission, may not deliver its benefits “within the expected timeframe or at all.”

This letter is an expression of interest only and does not constitute a binding offer or agreement. No legal obligation with respect to the Proposed Transaction will arise unless and until mutually acceptable definitive agreements have been entered into, and we reserve the right to modify or withdraw our proposal at any time.

Sincerely,

Advisors Davies Ward Phillips & Vineberg LLP, Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors, Longacre Square Partners is serving as strategy and communications advisor, and Kingsdale Advisors is serving as strategic shareholder advisor to Foodtastic.

About Foodtastic Foodtastic is a leading Canadian restaurant franchisor with a portfolio of 30 diverse brands and nearly 1,200 establishments across the country. As a growing industry player, Foodtastic focuses on innovation, operational excellence, and the legacy of local brands to drive both national and international expansion. Iconic brands include Milestones, Dunkin’, Pita Pit, Quesada, Second Cup, Rotisseries Benny, La Belle et La Bœuf, and Freshii, among others. With a bold vision and strong relationships with franchise partners, Foodtastic continues to build a dynamic and influential presence in the global food service industry. More information is available at www.foodtastic.ca.

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