MTY rejects Foodtastic’s C$43-a-share offer

MTY Food Group has rejected Foodtastic’s takeover proposal of C$43 per share, made public on 3 November 2026. On the same day, the Montreal-based franchisor announced Victor Mandel’s appointment as chief executive. Together, these announcements put the future of a vast franchised restaurant network in the spotlight across Canada’s franchise sector.

Proposal goes public after two approaches

Foodtastic is proposing to acquire MTY for C$43 per share in cash. This represents a 32% premium to the closing share price of C$32.75 on 30 October, and a 37% premium to the volume-weighted average share price over the preceding 30 days.

According to information reported by L’Express Franchise on 4 November, Foodtastic submitted an initial written proposal on 15 October, before reiterating it on 20 October at the same price. Foodtastic says MTY’s board replied on 30 October that it did not consider entering discussions to be in the company’s interests.

On 3 November, Foodtastic therefore made its approach public through an open letter to MTY’s board. The company says it is now taking its proposal directly to shareholders. This does not, however, amount to a completed acquisition: MTY has rejected the proposal and ended talks.

MTY opts for its own plan

The rejection comes shortly after the conclusion of a strategic review that had considered, among other options, a sale of MTY. Launched on 17 November 2025, the review ended on 9 October 2026 without a transaction.

In its public response, MTY says Foodtastic was granted several extensions to its exclusivity period during the review to finalise financing, but failed to complete a deal. MTY’s board instead chose to accelerate the company’s existing plan, which focuses on efficiency and simplification.

Foodtastic’s proposed structure would be a plan of arrangement under the Canada Business Corporations Act. Foodtastic says financing from its institutional partners would be fully committed at signing, subject to due diligence. These are therefore proposed terms, rather than conditions already secured under a signed agreement.

That distinction matters when following developments: a public proposal, even one with a specific price, does not mean the two companies have agreed to combine.

Victor Mandel takes the helm

Alongside these developments, MTY announced the appointment of Victor E. Mandel as chief executive, effective immediately, before markets opened on 3 November. Eric Lefebvre is leaving the company and its board by mutual agreement.

Mandel, 61, had served on MTY’s board for five years, according to The Canadian Press, as cited by L’Express Franchise. His appointment was announced just over an hour before Foodtastic published its proposal.

The new chief executive intends to build on an asset-light model to improve profitability, pursue growth opportunities and generate cash flow. Stanley Ma has also tasked him with increasing sales across the franchise network. Mandel said he planned to present his roadmap to shareholders, but gave no date.

Wide-reaching implications for franchisees

MTY’s portfolio comprises more than 80 brands, including Thaï Express, Sushi Shop and Valentine. Its 3 November statement reports 6,966 outlets across Canada, the United States and other international markets.

To understand the role of franchisees, it is important to distinguish this recent total from the figures in its annual information form as at 30 November 2025. At that date, 96.5% of the network was franchised or operated under operating agreements, and 2,450 outlets were in Canada.

Foodtastic, meanwhile, owns around 30 brands, according to The Canadian Press, including Second Cup, les Rôtisseries Benny and La Belle et La Bœuf. A combination would therefore bring together more than 100 brands, but remains hypothetical following MTY’s rejection.

Key takeaway: For franchisees, the next concrete developments to watch are Victor Mandel’s roadmap and any further approaches from Foodtastic. At this stage, it is important to distinguish acquisition ambitions from decisions that have actually been announced.