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PlantPlus Foods LLC to Acquire Sol Cuisine Ltd. for All Cash Consideration
MISSISAUGA, ON, Nov. 12, 2021
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.
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