What is the 'Offer Period' duration, in days, after Chatime receives the Offer Notice?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
- (2) Franchisor may accept the offer contained in the Offer Notice by giving notice of acceptance (Acceptance Notice) to Franchisee before the end of the Offer Period.
- (3) For the purpose of this clause 13.4, "Offer Period" means the period of 45 days after Franchisor receives the Offer Notice.
- (4) The Acceptance Notice may contain terms which vary the terms of the Offer Notice so long as the terms upon which Franchisor agrees to buy the Business are not commercially less favorable to Franchisee than those contained in the Offer Notice. For example, if the consideration, terms, and/or conditions offered by a third party are such that Franchisor is not reasonably able to furnish the same types of consideration, terms, and/or conditions, then Franchisor may purchase the interests proposed to be transferred for the reasonable equivalent in cash.
- (5) If Franchisee receives the Acceptance Notice during the Offer Period Franchisee must sell
and Franchisor must purchase the Business upon the terms and conditions contained in the Offer Notice as may be varied by the Acceptance Notice.
- (6) If Franchisor does not accept the offer contained in the Offer Notice within the Offer Period, Franchisee is entitled to sell the Business or allow the Disposal of shares or units to a third party within 60 days after the end of the Offer Period as long as the:
- (a) Franchisee complies with clause 13.3; and
- (b) Sale or Disposal is not made for less than the price specified in the Offer Notice or on terms and conditions more favorable to the third party than those contained in the Offer Notice.
- (7) If Franchisee does not sell the Business or allow the Disposal of shares or units within the period referred to in clause 13.4(6), the rights of Franchisor are revived and Franchisee must not permit any sale or Disposal without first offering the Business to Franchisor in accordance with this clause 13.4.
Source: Item 23 — Receipts (FDD pages 58–262)
What This Means (2025 FDD)
According to Chatime's 2025 Franchise Disclosure Document, the Offer Period is defined as the period of 45 days after Chatime receives an Offer Notice from the franchisee. This clause relates to the transfer of the franchise. If a franchisee receives an offer from a third party, they must provide Chatime with a written Offer Notice detailing the terms of the offer.
Chatime then has 45 days to decide whether to accept the offer and purchase the business themselves. Chatime's Acceptance Notice may contain varied terms, provided those terms are not commercially less favorable to the franchisee than the original third-party offer. This allows Chatime to match or improve the offer, ensuring they have the first right to acquire the franchise under similar conditions.
If Chatime does not accept the offer within the 45-day Offer Period, the franchisee is then entitled to sell the business to the third party, provided the sale occurs within 60 days after the end of the Offer Period and complies with specific conditions, such as not being for a lower price or more favorable terms than those in the original Offer Notice. This process ensures Chatime has the opportunity to maintain control over its franchises while also allowing franchisees to pursue legitimate third-party offers.