
ADW Capital Management Sends Letter to Driven Brands Board and Controlling Shareholder Roark Capital Demanding Immediate Public Sale Process for Driven Brands
GlobeNewsWire
Published: Aug 07, 2026, 03:18 PM
Sentiment Analysis
ADW Capital Management, LLC Calls on Company to Launch Public Strategic Review Process Exploring Sale of Company as a Whole or in Segments Urges Board to Announce Establishment of Independent Special Committee to Run Process and Engagement of Independent Financial Advisor Encourages Minority Shareholders to Make Their Voices Heard and Demand that Board Take Immediate Action
ADW Capital Management, LLC, which beneficially owns approximately 4.8% of the Common Stock of Driven Brands Holdings Inc. (NASDAQ: DRVN) (the “Company”), issued an open letter to the Company’s board of directors and controlling shareholder Roark Capital Group.
August 7, 2026 Board of Directors Driven Brands Holdings Inc. 440 South Church Street, Suite 700 Charlotte, NC 28202 and Roark Capital Group 1180 Peachtree Street NE, Suite 2500 Atlanta, GA 30309 Members of the Board of Directors of Driven Brands Holdings Inc. and Representatives of Roark Capital Group: ADW Capital Management, LLC and its affiliates continue to have beneficial ownership of approximately 4.8% of Driven Brands (Nasdaq: DRVN) or (“Driven Brands” or the “Company”).
To cut to the chase, we believe the Company’s most recent behavior and actions are disingenuous and inconsistent with the fiduciary duties of the Board. On August 3, 2026, the Board announced that it had “unanimously” rejected our all-cash proposal to acquire Driven Brands for $18.00 per share without allowing us to conduct any due diligence. You called it “highly conditional” and declared that it “significantly undervalues the Company.”
You cannot have it both ways. There is a difference between genuinely evaluating a proposal and dismissing one out of hand. We did not ask you to accept $18.00 sight unseen. We expected to sign a customary confidentiality agreement so that we could review the Company’s projections and financials and finalize our terms and financing. That is the ordinary course of any transaction. It is how conditionality gets removed. You met that request with silence. You did not try to set up a meeting with us or even ask us a single question. So let us be clear about the sequence of events. You refused to provide the diligence that would allow us to firm up traditional debt financing — and then you rejected our proposal in part on the grounds that it was “highly conditional.” You manufactured the very condition you now cite as your reason for saying no. How do you say that is a good faith review? To us, it's plain that the Board and Roark Capital engineered their desired outcome.
Consider what you have actually asserted. Our $18.00 offer represents a 39% premium to DRVN’s closing price. For the Board to conclude — unanimously, in consultation with its financial and legal advisors — that a 39% premium is not merely inadequate but significantly undervalues the business, is to assert that the intrinsic value of Driven Brands is dramatically higher than $18.00. By your own logic, that is a number approaching, or exceeding, twice today’s share price. Had you actually come to the table and allowed us to conduct due diligence, you would have had the opportunity to test exactly how far we were prepared to increase our offer. You chose never to find out. And are we the only interested party that has contacted the Company? We would find that extremely hard to believe. We have lost count of the number of inquiries we have personally received, in view of our public push for you to run a process, from groups with interest in buying a division or even the whole Company. Some of these groups noted to us that their outreach to th...
Source: GlobeNewsWire
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