Happy Belly Food Group announced it has exercised its right to acquire the remaining 50% of PHIRO Fresh Greek Grill, making the fast casual Greek restaurant chain a wholly owned subsidiary of the company.
PHIRO Fresh Greek Grill is known for serving gourmet bowls, wraps, and pitas inspired by traditional Greek cuisine and flavors.
Happy Belly said the transaction will be completed on a debt-free basis at a valuation multiple of 7.5x trailing twelve-month EBITDA. The company plans to satisfy the purchase price by transferring an agreed percentage ownership of the joint venture’s existing Happy Belly shares to PHIRO’s founder and family shareholders. The shares will be valued at current market prices on the closing date of the transaction.
The company said final transaction details will be announced after all reconciliations are completed, which is expected to occur in Q3 2026.
Happy Belly noted that the acquisition will be completed without the use of cash or the issuance of new shares, avoiding shareholder dilution. The company also said the transaction supports its broader acquisition strategy centered on partnering with founders and scaling emerging restaurant brands through a combination of organic growth and franchising expansion.
According to the company, its portfolio currently includes 686 contractually committed retail franchise locations across multiple brands in different stages of development, construction, and operation throughout Canada and the United States.
PHIRO Fresh Greek Grill said its brand is rooted in Greek traditions focused on family, community, wholesome ingredients, and human connection. The concept was inspired by visits to Greece and aims to recreate the atmosphere and food culture through its Canadian restaurant locations.
KEY QUOTES:
“Acquiring the remaining 50% of PIRHO is a significant milestone for Happy Belly as we move towards 100% ownership of the brand. Happy Belly will acquire the remaining 50% of the business on a debt-free basis at a multiple of 7.5x TTM EBITDA. Happy Belly intends to satisfy the purchase price by transferring the required percentage ownership of the JVCo’s existing Happy Belly shares to brands founder and family shareholders. The value of the shares will be recognized at current market values and transferred on the day of close of this transaction. Final transaction details to be announced at the close of the transaction after all reconciliations are completed (estimated to be completed sometime in Q3).”
“By leveraging our share price appreciation to acquire the remaining 50%, Happy Belly will complete this transaction without the use of cash or issuing any new shares causing dilution.”
“This transaction validates the value Happy Belly creates for our joint venture partners and validates our acquisition strategy based on reduced risk when partnering with founders. Our model paves the way for sustained and predictable M&A growth across our portfolio of emerging brands. By balancing organic expansion in our core markets with a nationwide rollout, we’re positioned to deliver long-term value. We’re confident our multi-brand platform will drive strong results, attract top-tier franchise partners, and secure prime real-estate opportunities across Canada. Happy Belly’s portfolio consists of 686 contractually committed retail franchise locations across multiple emerging brands in various stages of development, construction, and operation. Our predictable and disciplined growth engine continues to deliver measurable results as we expand our brands across Canada and the U.S. to create long-term value for our shareholders.”
“We are just getting started.”
Sean Black, Chief Executive Officer, Happy Belly Food Group
