Freshii Announces the Completion of the Plan of Arrangement with Foodtastic
TORONTO, Feb. 22, 2023 (GLOBE NEWSWIRE) — Freshii Inc. (TSX: FRII) (“Freshii” or the “Company”) today announced the completion of the previously announced plan of arrangement in accordance with the Business Corporations Act (Ontario), pursuant to which Foodtastic Inc. acquired all of the issued and outstanding Class A subordinate voting shares and Class B multiple voting shares in the capital of Freshii (the “Shares”) at a price of $2.30 in cash per Share (the “Arrangement”).
Consideration for the Shares of the Company has been paid to TSX Trust Company, as depositary under the Arrangement, and will be provided to former shareholders as soon as practicable on or after the date hereof (or, in the case of any registered shareholder, as soon as practicable after a duly completed and executed letter of transmittal and related documents, including certificate(s) or Direct Registration System (DRS) Advice(s) representing Shares formerly held by the registered shareholder, is received by the depositary).
As a result of the Arrangement, Freshii has become a wholly-owned subsidiary of Foodtastic, and the Shares are anticipated to be delisted from the Toronto Stock Exchange on or about February 23, 2023. Freshii expects to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Freshii’s public reporting requirements.
About Freshii
Since 2005, Freshii has established a healthy food focused franchised restaurant concept which currently operates 343 locations in North America and internationally. All but one of Freshii’s stores are franchised. In recent years, the Company has further expanded their omni-channel footprint in the adjacent health and wellness business lines, including in consumer-packaged goods, nutritional supplements, and ecommerce retail, following the acquisition of a majority interest in a leading Canadian online health and wellness product retailer, Natura Market. Freshii’s consumer-packaged goods retail partners include, among others, Walmart Canada, Shell Gas and Convenience Stations, ONroute, and Air Canada. Further information is available at www.freshii.com.
About Foodtastic
Foodtastic is a leading franchisor of restaurant brands in Canada. Including the recently closed acquisitions of Quesada and Freshii, Foodtastic’s North American system exceeds 1,250 restaurants and $950 million in sales. Foodtastic is rapidly growing internationally, with over 100 restaurants outside of North America.
In addition to Quesada and Freshii, Foodtastic’s brands include Second Cup, Pita Pit, Milestones, Fionn MacCool’s, Shoeless Joe’s, Rôtisseries Benny, La Belle et La bœuf, and Monza.
Forward Looking Information
Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding the delisting of the Shares, the payment of consideration for the Shares and the submission of an application to cease to be a reporting issuer and the timing thereof. Use of words such as “will,” “expect,” “anticipated” or other words of similar effect may indicate “forward-looking statements.” Except as may be required by Canadian securities laws, Freshii does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Freshii’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, Freshii cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Freshii will derive from them.
In respect of forward-looking statements and information on the delisting of the Shares, the payment of consideration for the Shares and the submission of an application to cease to be a reporting issuer and the timing thereof, Freshii has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time. The anticipated dates indicated may change for a number of reasons. Although Freshii believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements. Freshii cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release. Freshii does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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