VANCOUVER, BC, Oct. 11,
2024 /CNW/ - A&W Revenue Royalties Income Fund
(TSX: AW.UN) (the "Fund") is pleased to announce that the Ontario
Superior Court of Justice (Commercial List) has issued a final
order approving the plan of arrangement under the Canada
Business Corporations Act in respect of its previously
announced strategic combination (the "Transaction") with A & W
Food Services of Canada Inc. ("A&W Food Services") to create a
leading publicly traded growth-focused quick-service restaurant
("QSR") franchisor ("A&W Food Services NewCo"). Pursuant to the
Transaction, A&W Food Services will be amalgamated with certain
of its holding companies to form A&W Food Services NewCo and
will acquire all of the units of the Fund (the "Units") for common
shares of A&W Food Services NewCo ("A&W Food Services NewCo
Shares"), cash or a combination of cash and A&W Food Services
NewCo Shares, as the case may be.
Completion of the Transaction remains subject to the
satisfaction or waiver of certain customary closing conditions. In
accordance with the final order, the Transaction will become
effective after the close of business on October 17, 2024 (the "Effective Date"), subject
to the terms and conditions of the combination agreement in respect
of the Transaction, all of which have been or are expected to be
satisfied by or on such date, and the filing of articles of
arrangement in respect of the Transaction. The A&W Food
Services NewCo Shares have been conditionally approved for listing
on the Toronto Stock Exchange ("TSX"), subject to fulfilling all of
the requirements of the TSX. Subject to the approval of the TSX, it
is expected that (a) the Units will be delisted from the TSX after
the close of business on the Effective Date, (b) the A&W Food
Services NewCo Shares will be listed (but not yet posted for
trading) on the TSX after the close of business on the Effective
Date, and (c) the A&W Food Services NewCo Shares will be posted
and begin trading on the TSX at the open of business on the
business day immediately following the Effective Date, being
October 18, 2024, under the symbol "AW".
Based on an Effective Date of October 17,
2024, holders of Units ("Unitholders") will be entitled to
receive a distribution of $0.10520
per Unit from the Fund (the "Accrued Distribution") in connection
with the Transaction, which will be payable together with and in
addition to the consideration for their Units under the Transaction
to Unitholders who have validly deposited their Units, together
with a duly completed letter of transmittal and election form, with
the depositary for the Transaction, so that, in effect, Unitholders
will receive the Fund's regular monthly distribution for October,
prorated for the number of days to closing of the Transaction.
Beneficial Unitholders who hold their Units through intermediaries
and are entitled to receive the consideration for their Units under
the Transaction will also receive the Accrued Distribution through
their intermediaries together with such consideration. The
distribution previously declared by the Fund on October 1, 2024 and payable on October 21, 2024 to Unitholders of record at the
close of business October 15, 2024
for the period of September 1 to September
30, 2024 is separate and distinct from the Accrued
Distribution payable under the Transaction.
About A&W Revenue
Royalties Income Fund
A&W Revenue Royalties Income Fund is a limited
purpose trust established to invest in A&W
Trade Marks Inc. ("Trade Marks"), which through its
interest in the A&W Trade Marks Limited Partnership
(the "Partnership"), owns the A&W trade-marks used in the
A&W QSR business in Canada. The A&W
trade-marks comprise some of the best-known brand names in the
Canadian foodservice industry. In return for licensing A&W Food
Services to use its trade-marks, Trade Marks (through the
Partnership) is entitled to royalties equal to 3% of the gross
sales reported by A&W restaurants in the Royalty Pool.
About A&W Food Services
A&W is a leading QSR and the second largest burger chain in
Canada with a 68-year history of
service excellence, menu innovation and value creation. Operating
coast-to-coast and serving over 197 million
guests annually, A&W
restaurants feature famous trade-marked menu items such as The Burger Family®,
Chubby Chicken® and A&W Root Beer®.
® trademark of A&W
Trade Marks Limited Partnership, used under
license.
Forward-looking Information:
Certain statements in this press release contain forward-looking
information within the meaning of applicable securities laws in
Canada. The forward-looking
information in this press release includes, but is not limited to:
expectations relating to the timing and completion of the
Transaction; statements relating to the delisting of the Units from
the TSX and the listing of the A&W Food Services NewCo Shares
on the TSX and the issuance by the TSX of bulletins related
thereto; and statements relating to the Accrued Distribution. The
words "expects", "plans", "will", and similar expressions are often
intended to identify forward-looking information, although not all
forward-looking information contains these identifying words.
This forward-looking information is based on a number of
assumptions that, while considered reasonable as of the date such
statements are made, are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results
to be materially different from those expressed or implied by such
forward-looking information. Such assumptions include, but are not
limited to, the Fund's ability to consummate the Transaction on the
terms, conditions and timing currently contemplated.
Inherent in forward-looking information are risks and
uncertainties beyond the Fund's ability to predict or control that
may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. The forward-looking information in this press release
is subject to, among others, the specific risks and uncertainties
relating to the Transaction set out in the Fund's management
information circular dated August 29,
2024 (the "Circular") under "Risk Factors", in
addition to the other information contained, or incorporated by
reference, in the Circular. The Circular can be
accessed under the Fund's issuer profile on SEDAR+ at sedarplus.ca.
Readers are cautioned that the risk factors referred to above are
not exhaustive and additional risks and uncertainties, including
those currently unknown or considered immaterial to Fund may also
adversely affect the Transaction. There can be no assurance that
forward-looking information contained in this press release will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information.
The forward-looking information contained in this press release
is based on the beliefs of the Fund's management as well as on
assumptions which such management believes to be reasonable based
on information available at the date hereof and is subject to
change after such date. All forward-looking information in this
press release is qualified in its entirety by this cautionary
statement and, except as required by law, the Fund undertakes no
obligation to revise or update any forward-looking information as a
result of new information, future events or otherwise after the
date hereof.
SOURCE A&W Revenue Royalties Income Fund