Nathan's Famous faces merger suits; supplemental proxy shows Jefferies valuations mostly below $102 deal price

NATHANS FAMOUS, INC.

Two NY Supreme Court suits filed Sept. 30, 2026 (Robert Jones, William Johnson) allege Nathan's proxy for the Smithfield merger was false/misleading; seek injunction, rescission, damages.
15 stockholder demand letters plus two DGCL Section 220 books-and-records demands challenge proxy disclosures ahead of Oct. 23, 2026 special meeting; company denies merit.
Supplemental disclosure: Jefferies selected-companies analysis implies $57.55-$78.60 (CY25E) and $65.70-$90.80 (CY26E) per share vs $102.00 merger consideration.
Selected transactions analysis implies $61.80-$86.80 per share; DCF yields $95.35-$124.60 (or $103.00 assuming two quarterly dividends).
Jefferies used Nathan's net debt of $24.5M as of Dec. 28, 2025 and ~4.155M fully diluted shares; merger valued at $102.00/share.

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