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ATLANTA AND CHICAGO — Convenience retailer RaceTrac Inc. has entered into a definitive merger agreement to acquire all outstanding shares of fast-casual sandwich chain Potbelly Corp. (NASDAQ: PBPB) for $17.12 per share. The all-cash transaction is valued at roughly $566 million, representing a premium of approximately 47 percent to Potbelly’s 90-day volume-weighted average price as of Sept. 9. The acquisition is expected to close in the fourth quarter, subject to customary closing conditions and regulatory approvals. Founded more than 40 years ago in Chicago, Potbelly sells toasted sandwiches, salads, soups and hand-dipped milkshakes. The sandwich shop chain currently maintains more than 445 company and franchise-owned locations across the United States, with a long-term goal of reaching 2,000 shops. “We have positioned Potbelly for accelerated franchise-led growth in recent years, and this transaction fortifies our path while delivering certain and immediate value to our shareholders,” says Bob Wright, president and CEO of Potbelly. Wright, a former Wendy’s executive, led a turnaround of Potbelly during the pandemic, according to Crain’s Chicago Business. Expanding the franchisee base was a major part of the strategy. Atlanta-based RaceTrac, one of the largest privately held companies in the United States, operates more than 800 convenience stores …