MISSISAUGA, ON, Dec. 16, 2021
/CNW/ - Sol Cuisine Ltd. (TSXV: VEG) ("Sol Cuisine" or
the "Company") announces that it has mailed and filed a
management information circular of the Company dated as of
December 7, 2021 (the
"Circular") and related meeting and proxy materials
(together with the Circular, the "Meeting Materials") in
connection with a special meeting of the shareholders of the
Company ("Sol Shareholders") to be held virtually on
January 7, 2022 at 10:00 a.m. (Toronto time) at
https://virtual-meetings.tsxtrust.com/1248 (the
"Meeting"). The Meeting will be held in accordance with the
terms of an interim order of the Ontario Superior Court of Justice
(Commercial List) (the "Court") obtained on December 7, 2021.
The Meeting Materials have been filed on Sol Cuisine's SEDAR
profile at www.sedar.com. Sol Cuisine has mailed the Meeting
Materials to all Sol Shareholders of record as of December 6, 2021. Holders of Sol Cuisine
warrants, compensation options and stock options will also be sent
a copy of the Circular.
The purpose of the Meeting is to seek Sol Shareholder approval
of the proposed acquisition by PlantPlus Foods Canada Inc. of all
of the outstanding common shares, all of the outstanding common
share purchase warrants and compensation options, and all of the
outstanding stock options of Sol Cuisine, pursuant to a plan of
arrangement under the Business Corporations Act
(Ontario) (the
"Arrangement"), all as more particularly described in the
Circular.
At the Meeting, Sol Shareholders will be asked to consider and
vote on a special resolution to approve the Arrangement (the
"Arrangement Resolution"). The Arrangement Resolution must
be approved, with or without variation, by the affirmative vote of
(i) at least two-thirds of the votes cast on the Arrangement
Resolution by Sol Shareholders, present in person or represented by
proxy at the Meeting; and (ii) a simple majority of the votes cast
on the Arrangement Resolution at the Meeting by Sol Shareholders,
present in person or represented by proxy at the Meeting, other
than Dror Balshine.
Sol Shareholders are encouraged to carefully review the Meeting
Materials, as they contain important information regarding the
Arrangement and its consequences to Sol Shareholders. In order to
streamline the Meeting process, the Company is encouraging Sol
Shareholders to vote in advance of the Meeting using the voting
instruction form or the form of proxy mailed to them with the
Meeting Materials and submitting them by no later than 10:00 a.m. (Toronto time) on January 5, 2022, the cut-off time for deposit of
proxies prior to the Meeting in accordance with the above
instructions. Details on how to attend the Meeting and how to vote
are contained in the Circular.
After careful consideration, and following the recommendation of
the independent directors (and with Dror
Balshine having previously declared his interests in the
Arrangement (given he is indirectly a significant shareholder) and
having recused himself from the Sol Cuisine board's deliberations
relating to the Arrangement and abstaining from voting), the Sol
Cuisine board determined that the Arrangement is in the best
interests of Sol Cuisine and is fair to Sol Shareholders and
holders of Sol Cuisine warrants, compensation options and stock
options. Sol Cuisine's board of directors (with Dror Balshine abstaining from voting)
unanimously recommends, for the reasons set out in the Circular,
that Sol Shareholders vote in favour of the Arrangement
Resolution.
The directors and officers of Sol Cuisine and certain
shareholders, collectively holding approximately 88% of Sol Cuisine
common shares, have already entered into support and voting
agreements and agreed to vote their common shares in favour of the
Arrangement at the Meeting.
If the Arrangement Resolution receives the requisite approvals
of Sol Shareholders at the Meeting, then a final order on the
Arrangement will be sought from the Court on or about January 12, 2022. Assuming all other closing
conditions are satisfied or waived, it is expected that the
Arrangement will become effective thereafter in January 2022.
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.
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 shareholder, Court, regulatory and stock exchange
approvals, and completion of 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 ability of
the parties to receive, in a timely manner and on satisfactory
terms, the necessary regulatory, Court, shareholder, stock exchange
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 the 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, Court, regulatory and stock exchange
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.