MISSISAUGA, ON, Nov. 12, 2021
/CNW/ - Sol Cuisine Ltd. (TSXV: VEG) ("Sol Cuisine" or the
"Company") announces that it has entered into a definitive
agreement (the "Arrangement Agreement") with PlantPlus Foods
LLC ("PlantPlus Foods") and its wholly-owned subsidiary,
PlantPlus Foods Canada Inc. (the
"Purchaser"). PlantPlus Foods, a joint-venture
controlled by Marfrig Global Foods S.A., is a provider of
leading-edge plant-based protein products across the
Americas. Pursuant to the Arrangement Agreement, the Purchaser
will acquire all of the outstanding common shares of Sol Cuisine
for $2.06 per share in cash (the
"Share Consideration"), all of the outstanding common share
purchase warrants ("Warrants") and compensation options
("Compensation Options") of Sol Cuisine for $0.18 per Warrant or Compensation Option, as the
case may be, in cash, and all of the outstanding stock options (the
"Options") of Sol Cuisine for a cash payment equal to the
amount (if any) by which the Share Consideration exceeds the
exercise price of such Options (the "Transaction"). The
Transaction is to be completed by way of a plan of arrangement
under the Business Corporations Act (Ontario) (the "Arrangement").
The consideration payable pursuant to the Arrangement represents
a 211% premium to the 5-day volume-weighted average trading price
("VWAP") of Sol Cuisine's common shares on the TSX Venture
Exchange ("TSX-V") and a 215% premium to the 20-day VWAP of
Sol Cuisine's common shares for the period ended November 11, 2021, representing a total purchase
price for the common shares of approximately $112.0 million. The total value of the
Transaction (taking into account the Warrants, Compensation Options
and Options) is approximately $125.4
million.
All amounts in this news release are expressed in Canadian
dollars.
Dror Balshine, Founder and
President of Sol Cuisine, said, "This Transaction represents fair
value for shareholders and is the beginning of the next chapter of
growth for the Company. By partnering with PlantPlus Foods, Sol
Cuisine gains additional tools to scale, including capital, access
to best-in-class ingredient suppliers and technologies, and the
backing of premier operations and leading food technologies. We
look forward to building the future of the Company together based
on a mutual commitment to producing plant-based foods that are both
superior in taste and uncompromising in nutrition."
Transaction Highlights
PlantPlus Foods is focused on developing a wide selection of
plant-based food products across the Americas, making its
acquisition of Sol Cuisine synergistic for both entities. Sol
Cuisine will be able to leverage PlantPlus Foods significant
research and development and manufacturing resources, while
enhancing PlantPlus Foods operations in North America to accelerate plant-based
protein category growth in white spaces and new plant forward
solutions. The Transaction will provide Sol Cuisine with access to
additional capital, as well as strategic relationships and
operational best practices, required to fuel continued growth.
For Sol Cuisine shareholders:
- the Transaction will provide certainty of liquidity and
immediate crystallization of value as the consideration under the
Arrangement is all cash; and
- the consideration is at a significant premium to trading prices
prior to announcement of the Transaction.
The Arrangement
The Arrangement will be subject to approval by at least 66 2/3%
of the votes cast at a special meeting of Sol Cuisine's
shareholders that is expected to be held in January 2022. Pursuant to the Arrangement
Agreement, the proposed Transaction is also subject to the approval
of the Superior Court of Justice (Ontario) Commercial List, applicable
regulatory approvals, the obtaining of material consents and
waivers, and the satisfaction of certain closing conditions
customary in transactions of this nature.
The Arrangement Agreement provides for, among other things,
customary board support, non-solicitation covenants and termination
provisions consistent with transactions of this nature, including
the payment to the Purchaser of a termination fee in the amount of
approximately $5.0 million if the
proposed Transaction is not completed in certain specified
circumstances.
Upon completion of the Arrangement, Sol Cuisine will apply to be
de-listed from the TSX-V and to cease to be a reporting issuer.
Recommendation of the Sol Cuisine Board of Directors
The Company's independent directors, after consultation with the
Company's financial and legal advisors, have unanimously
determined, and the Company's board of directors has determined,
that the Arrangement is in the best interests of Sol Cuisine and is
fair to Sol Cuisine's shareholders and they are recommending that
Sol Cuisine's shareholders vote in favour of the Arrangement.
The Company's board of directors obtained a fairness opinion
from Paradigm Capital Inc., acting as financial advisor to the
board of directors, to the effect that, as of the date of the
opinion, subject to specified assumptions, limitations and
qualifications, the Share Consideration to be received by Sol
Cuisine shareholders pursuant to the Arrangement is fair, from a
financial point of view, to Sol Cuisine shareholders.
All of the directors and executive officers of Sol Cuisine,
including Dror Balshine, as well as
certain other significant shareholders, collectively holding
approximately 88% of Sol Cuisine's outstanding common shares, have
entered into customary voting support agreements, pursuant to
which, among other things, they have agreed to vote their common
shares in favour of the Arrangement.
The terms and conditions of the proposed Transaction will be
summarized in Sol Cuisine's information circular, which will be
mailed to Sol Cuisine's security holders in due course prior to the
special meeting of shareholders to be held to consider the
Arrangement. The Arrangement Agreement will be filed on Sol
Cuisine's SEDAR profile at www.sedar.com.
The Transaction is expected to close by the end of February 2022.
Advisors and Legal Counsel
Gowling WLG (Canada) LLP is
acting as legal counsel to Sol Cuisine. Paradigm Capital Inc. is
acting as financial advisor to the board of directors of Sol
Cuisine.
McCarthy Tétrault LLP and Linklaters LLP are acting as legal
counsel to the Purchaser and PlantPlus Foods LLC.
For more details on Sol Cuisine's consumer brands:
Website:
www.solcuisine.com
Instagram: @solcuisine
Facebook: @solcuisine
Twitter:
@solcuisine
LinkedIn:
@solcuisine
About Sol Cuisine Ltd.
Sol Cuisine is the publicly traded parent company of Sol Cuisine
Inc., following the completion of its "qualifying transaction" on
May 19, 2021. Sol Cuisine is a
fast-growing producer of branded and private label,
consumer-preferred plant-based protein offerings across key
center-of-plate and appetizer categories. The Company's products
are offered through an established omni-channel distribution
platform in Canada, the U.S. and
Mexico, and are available in over
11,000 stores and more than 41,000 unique points of distribution
across four primary channels: Canada Retail Sales & Club; U.S.
Retail Sales & Club; Food Service & Industrial; and Private
Label. Over a history of 20+ years, Sol Cuisine has consistently
demonstrated an ability to innovate and delight consumers in
Canada and the U.S., while
remaining true to its commitment to producing great tasting,
nutritionally superior products. This commitment has resulted in
several Canadian product wins, including the #1 frozen plant-based
burger in Canada, the #1
consumer-preferred chicken alternative and the #1 quality roast
product as determined by Whole Foods Market. The Company's taste
and nutritional superiority has also resulted in private label
contracts with some of the most recognized natural brands in
North America. These products are
all produced at Sol Cuisine's two state of the art facilities,
totaling 35,000 square foot facility in Mississauga, Ontario, capable of supporting up
to 10 million kilograms of volume per annum.
About PlantPlus Foods
PlantPlus Foods offers a wide range of finished plant-based food
products across North and South
America, backed by unmatched technology, scale and
experience.
Forward-Looking Statements.
This press release contains forward-looking statements within
the meaning of Canadian securities laws regarding the Company and
its business. These forward-looking statements contain statements
of intent, belief or current expectations of Sol Cuisine.
Forward-looking information is often, but not always identified by
the use of words such as "anticipate", "believe", "expect", "plan",
"intend", "forecast", "target", "project", "may", "will", "should",
"could", "estimate", "predict" or similar words suggesting future
outcomes or language suggesting an outlook.
The forward-looking statements included in this press release,
including statements regarding the Arrangement, the receipt of
necessary approvals, the shareholder vote and the anticipated
timing for mailing the information circular, holding the special
meeting of shareholders of Sol Cuisine and completing the
Arrangement, are not guarantees of future results and involve risks
and uncertainties that may cause actual results to differ
materially from the potential results discussed in the
forward-looking statements.
In respect of the forward-looking statements and information
concerning the completion of the Arrangement and the anticipated
timing for completion of the Arrangement, the Company has provided
such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the time
required to prepare and mail special meeting materials, the ability
of the parties to receive, in a timely manner and on satisfactory
terms, the necessary regulatory, court, shareholder, TSX-V and
other third party approvals and the ability of the parties to
satisfy, in a timely manner, the other conditions to the completion
of the Arrangement. These dates may change for a number of reasons,
including unforeseen delays in preparing meeting material;
inability to secure necessary shareholder, regulatory, court or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release concerning these times.
Risks and uncertainties that may cause such differences include
but are not limited to: the risk that the Arrangement may not be
completed on a timely basis, if at all; the conditions to the
consummation of the Arrangement may not be satisfied; the risk that
the Arrangement may involve unexpected costs, liabilities or
delays; the possibility that legal proceedings may be instituted
against the Company and/or others relating to the Arrangement and
the outcome of such proceedings; the possible occurrence of an
event, change or other circumstance that could result in
termination of the Arrangement; risks relating to the failure to
obtain necessary shareholder and court approval; other risks
inherent in the plant-based food industry. Failure to obtain the
requisite approvals, or the failure of the parties to otherwise
satisfy the conditions to or complete the Arrangement, may result
in the Arrangement not being completed on the proposed terms, or at
all. In addition, if the Arrangement is not completed, the
announcement of the Arrangement and the dedication of substantial
resources of the Company to the completion of the Arrangement could
have a material adverse impact on the Company's share price, its
current business relationships and on the current and future
operations, financial condition and prospects of the Company. When
relying on forward-looking statements to make decisions, investors
and others should carefully consider the foregoing factors and
other uncertainties and potential events. Readers are cautioned
that the foregoing list of factors is not exhaustive. Additional
information on these and other factors that could affect the
Company's operations or financial results are included in reports
on file with applicable securities regulatory authorities and may
be accessed through the SEDAR website (www.sedar.com).
The forward-looking statements in this press release are made as
of the date it was issued and the Company does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
By their very nature, forward-looking statements involve inherent
risks and uncertainties, both general and specific, and risks that
outcomes implied by forward-looking statements will not be
achieved. The Company cautions readers not to place undue reliance
on these statements.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Sol Cuisine Ltd.