Biglari Calls Applebee's (APPB) Deal Undervalued, Attacks SEC-Chief Turned Activist Breeden

There is an interesting situation developing in Applebee's!

Activist investors Sardar Biglari, Chairman and CEO of The Lion Fund, L.P. and Western Sizzlin, said he intends to vote against the acquisition of Applebee's (Nasdaq: APPB) by IHOP (NYSE: IHP), calling the $25.50 per share offer below the fair value of the Company.

Biglari said, "I believe Applebee's board has made a grave mistake in agreeing to an undervalued bid for the entire company. This arrangement is most alarming because new board members promised to protect shareholders' interests, yet they have not verbalized any opposition to this ill-advised transaction." (NOTE: This looks like an attack on ex-SEC Chief turned activist Richard Breeden, who was awarded two board seats in April)

Biglari's group holds 1,019,000 shares of Applebee's, about 1.4%.

If you remember, Biglari was successful in unlocking value at Friendly Ice Cream (AMEX: FRN), which recently announced a deal to be acquired by affiliates of Sun Capital Partners, Inc. for $15.50 per share.

To make matters even more interesting - activist investor Daniel Loeb's Third Point LLC owns a 7.2% stake in IHOP.

A Copy of Sardar Biglari's Press Release:

Sardar Biglari, Chairman and CEO of The Lion Fund, L.P. and Western Sizzlin Corp. (OTC Bulletin Board: WSZL), announced today that he intends to vote against Applebee's International, Inc. (Nasdaq: APPB) proposed transaction with IHOP Corp. (NYSE: IHP).

Mr. Biglari Issued the Following Statement Explaining Why He Intends to Vote Against the Transaction:

I want to express to you my concerns about the possible sale of Applebee's (" Applebee's" or the "Company") to IHOP Corp. ("IHOP") for $25.50 per share in cash, a price which I believe is below the fair value of the Company. I believe Applebee's board has made a grave mistake in agreeing to an undervalued bid for the entire company. This arrangement is most alarming because new board members promised to protect shareholders' interests, yet they have not verbalized any opposition to this ill-advised transaction.

My assertions appear supported by the market's response to the announcement of the proposed transaction. On July 13, 2007, the business day prior to the announcement of the transaction, IHOP's and Applebee's stocks closed at $56.25 and $24.38, respectively. Since that announcement, IHOP's market value has jumped by approximately 16%, or $153 million, to $65.02 per share as of yesterday's close of business. However, the stock price of Applebee's, the acquiree, enjoyed virtually no premium, nay less than 1%, as of yesterday's close of business. Usually, it's the selling company, not the buying one, whose stock price appreciates substantially. Clearly, the proposed acquisition price does not reflect the fair value of Applebee's stock, and the substantial inherent value of Applebee's is being transferred to IHOP shareholders, as evidenced by the sizable increase in IHOP's market capitalization. In other words, we believe that if Applebee's undertook the same initiatives as IHOP has in mind, the appreciation IHOP recently gained would, at the very minimum, shift to Applebee's.

Incidentally, we like IHOP's plan to convert Applebee's to a nearly pure franchising model. The future of Applebee's resides in its franchisees. The decision to refranchise would yield several long-term strategic advantages. Applebee's should be in the franchising business for the cogent reason that it would achieve higher profit margins, assume less risk, and require very little in capital expenditures -- all strategic moves leading to healthy cash flows and high returns on capital. Unfortunately, if the transaction is approved, IHOP's, not Applebee's, shareholders are going to realize the benefits of transforming the Company into an asset-light firm.

We believe the proposed transaction represents a losing exercise for the shareholders of Applebee's. As shareholders, we are obliged to ask how Applebee's can be sold at a mere 5.2% premium over the share price as of the trading day (February 12, 2007) before the Company announced that it was exploring strategic alternatives.

We think Applebee's shareholders would realize considerably more money if the Company carries out the refranchising strategy as outlined by IHOP rather than permitting the sale to go through at the currently agreed price.

As Chairman and CEO of The Lion Fund, L.P. and Western Sizzlin Corp., I represent 1,019,000 shares of the outstanding common stock of Applebee's ( including shares of common stock underlying over-the-counter American-style call options). Because of our discontent with the proposed transaction, we are currently exploring all of our options. This Press Release is not a proxy solicitation.

SOURCE Western Sizzlin Corp.