Services Acquisition Corp. International and Jamba Juice Company Announce Approval of Merger and Name Change
November 28 2006 - 12:33PM
Business Wire
Services Acquisition Corp. International (AMEX:SVI; AMEX:SVI.U;
AMEX:SVI.WT; "SACI") today announced that its shareholders have
approved the merger between SACI and Jamba Juice Company at a
special meeting of shareholders. The transaction is expected to
close on Wednesday, November 29, 2006. Under terms of the Agreement
and Plan of Merger, dated March 10, 2006 (as amended), SACI will
acquire all of the outstanding securities of Jamba Juice Company
and Jamba Juice Company will become a wholly-owned subsidiary of
SACI. SACI shareholders also approved: The financing proposal which
involves the issuance of 30,879,999 shares of common stock at $7.50
per common share in a private placement financing for the purpose
of raising gross proceeds of approximately $231.6 million, and net
proceeds of $224.9 million after the payment of financing fees,
substantially all of which will be used as a portion of the
consideration required to merge with Jamba Juice Company, as well
as for working capital and expansion capital. The stock option plan
proposal pursuant to which SACI will reserve up to 5,000,000 shares
of common stock for issuance pursuant to the plan. The amendment to
the certificate of incorporation proposal to increase the number of
authorized shares of common stock to 150,000,000 shares (from
70,000,000 shares) and change SACI�s name from �Services
Acquisition Corp. International� to �Jamba, Inc.� As previously
announced, NASDAQ has approved the listing of the Company�s common
stock, units and warrants for trading on the NASDAQ Global Market.
It is currently anticipated that the Company�s common stock, units
and warrants will commence trading at the open of business on
Wednesday, November 29, 2006, the anticipated date of the
consummation of the merger. The Company has submitted to the
American Stock Exchange a request for withdrawal of the listing of
their common stock, units and warrants, effective as of the close
of business on November 28, 2006. Based on today�s shareholder
approvals, SACI will change its name to Jamba Inc. and its
securities will begin trading under the following symbols: Common
stock will trade under �JMBA� Units will trade under �JMBAU�
Warrants will trade under �JMBAW� About SACI SACI is a blank check
company that was formed for the specific purpose of consummating a
business combination. SVI raised net proceeds of approximately $127
million through its initial public offering consummated in July
2005 and prior to the merger agreement with Jamba Juice Company had
dedicated its time to seeking and evaluating business combination
opportunities. The management of SACI includes former executives
from organizations such as Blockbuster Entertainment Group,
AutoNation and Boca Resorts. About Jamba Juice Company Jamba Juice
Company is the category-defining leader in healthy blended
beverages, juices, and good-for-you snacks. Founded in 1990 in
California, today Jamba Juice Company has more than 585 company and
franchised stores in 23 states nationwide with approximately 9,000
team members. For the nearest location or a complete menu including
new All Fruit Smoothies, please call: 1-866-4R-FRUIT or visit the
website at http://www.jambajuice.com Forward-looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
about SACI, Jamba Juice Company and the proposed merger. Forward
looking statements are statements that are not historical facts.
Such forward-looking statements, based upon the current beliefs and
expectations of SACI's and Jamba Juice Company's management, are
subject to risks and uncertainties, which could cause actual
results to differ from the forward looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements:
changing interpretations of generally accepted accounting
principles; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Jamba Juice Company is
engaged; demand for the products and services that Jamba Juice
Company provides, general economic conditions; geopolitical events
and regulatory changes, as well as other relevant risks detailed in
SACI's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither SACI nor Jamba Juice Company assumes any obligation to
update the information contained in this press release. Services
Acquisition Corp. International (AMEX:SVI; AMEX:SVI.U; AMEX:SVI.WT;
"SACI") today announced that its shareholders have approved the
merger between SACI and Jamba Juice Company at a special meeting of
shareholders. The transaction is expected to close on Wednesday,
November 29, 2006. Under terms of the Agreement and Plan of Merger,
dated March 10, 2006 (as amended), SACI will acquire all of the
outstanding securities of Jamba Juice Company and Jamba Juice
Company will become a wholly-owned subsidiary of SACI. SACI
shareholders also approved: -- The financing proposal which
involves the issuance of 30,879,999 shares of common stock at $7.50
per common share in a private placement financing for the purpose
of raising gross proceeds of approximately $231.6 million, and net
proceeds of $224.9 million after the payment of financing fees,
substantially all of which will be used as a portion of the
consideration required to merge with Jamba Juice Company, as well
as for working capital and expansion capital. -- The stock option
plan proposal pursuant to which SACI will reserve up to 5,000,000
shares of common stock for issuance pursuant to the plan. -- The
amendment to the certificate of incorporation proposal to increase
the number of authorized shares of common stock to 150,000,000
shares (from 70,000,000 shares) and change SACI's name from
"Services Acquisition Corp. International" to "Jamba, Inc." As
previously announced, NASDAQ has approved the listing of the
Company's common stock, units and warrants for trading on the
NASDAQ Global Market. It is currently anticipated that the
Company's common stock, units and warrants will commence trading at
the open of business on Wednesday, November 29, 2006, the
anticipated date of the consummation of the merger. The Company has
submitted to the American Stock Exchange a request for withdrawal
of the listing of their common stock, units and warrants, effective
as of the close of business on November 28, 2006. Based on today's
shareholder approvals, SACI will change its name to Jamba Inc. and
its securities will begin trading under the following symbols: --
Common stock will trade under "JMBA" -- Units will trade under
"JMBAU" -- Warrants will trade under "JMBAW" About SACI SACI is a
blank check company that was formed for the specific purpose of
consummating a business combination. SVI raised net proceeds of
approximately $127 million through its initial public offering
consummated in July 2005 and prior to the merger agreement with
Jamba Juice Company had dedicated its time to seeking and
evaluating business combination opportunities. The management of
SACI includes former executives from organizations such as
Blockbuster Entertainment Group, AutoNation and Boca Resorts. About
Jamba Juice Company Jamba Juice Company is the category-defining
leader in healthy blended beverages, juices, and good-for-you
snacks. Founded in 1990 in California, today Jamba Juice Company
has more than 585 company and franchised stores in 23 states
nationwide with approximately 9,000 team members. For the nearest
location or a complete menu including new All Fruit Smoothies,
please call: 1-866-4R-FRUIT or visit the website at
http://www.jambajuice.com Forward-looking Statements This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, about SACI,
Jamba Juice Company and the proposed merger. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and
expectations of SACI's and Jamba Juice Company's management, are
subject to risks and uncertainties, which could cause actual
results to differ from the forward looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements:
changing interpretations of generally accepted accounting
principles; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Jamba Juice Company is
engaged; demand for the products and services that Jamba Juice
Company provides, general economic conditions; geopolitical events
and regulatory changes, as well as other relevant risks detailed in
SACI's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither SACI nor Jamba Juice Company assumes any obligation to
update the information contained in this press release.
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