OT: Qualifying txn with Loretta Food GroupI don't own any of this stock, just had it on my watchlist as a jcp and turns out they'll be in the food industry. I know I got slammed for mentioning CYF last time but I'll take my chances again here lol..I know some posters like KOOLNED are interested in companies in the food industry.
https://www.stockhouse.com/comp_info.asp?symbol=TTT.P&table=LIST&time=5%2F12%2F05+12%3A28%3A27+AM CPVC Tremblant Announces Qualifying Transaction with Loretta Food Group Inc. ccnm CALGARY, ALBERTA--(CCNMatthews - May 11, 2005) - CPVC Tremblant Inc. (TSX VENTURE:TTT.P) - THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. CPVC Tremblant Inc. ("Tremblant" or the "Corporation") today announced details concerning its proposed Qualifying Transaction involving the acquisition of Loretta Food Group Inc. ("Loretta"). Highlights of the Qualifying Transaction - Loretta, a rapidly growing diversified food products company with operations in Ontario and Michigan, processes and distributes food products to major retailers and food services customers throughout Canada and the United States. Its strategy combines organic growth with select acquisitions, leveraging customer relationships, products, and infrastructure, to achieve growth and efficiencies. Loretta's branded products combine with its private-label offerings to develop meaningful relationships with major North American accounts, utilizing a broad product offering. - Dundee Securities Corporation, together with a syndicate of agents, including Loewen Ondaatje McCutcheon Limited, will act as agents in connection with a "best efforts" private placement financing of Loretta to raise a minimum of $1,000,000 and a maximum of $3,000,000. - The deemed value of the Acquisition (defined below) is approximately $20 million. About Loretta Loretta, based in Mississauga, Ontario, was incorporated under the laws of State of Delaware on July 21, 2003. Loretta is a diversified food holding company which has acquired and, directly or indirectly, owns several food manufacturing and marketing companies, including Loretta Foods Limited, Bayshore Foods Inc., LF Licensed Products Inc., Loretta Baking Mix Products Ltd., Sweet Valley Food Corporation and LF Brands Inc., as well as the majority of Golden Gate Flour Corporation. Loretta is a reporting issuer with the United States Securities & Exchange Commission. Loretta Business Strategy Loretta management believes that, other than several very large food manufacturers, the Canadian food manufacturing industry, is highly fragmented, with most participants being privately-owned companies that produce a narrow range of product offerings that are sold to a small number of major customers. There are very few mid-market integrated food products manufacturers and marketers that have depth and reach with major Canadian retail and institutional customers. Loretta's business strategy is to focus on acquisitions of small and medium sized food manufacturers or marketers of synergistically related product lines that can help Loretta expand sales to its existing base and provide access to a wider customer base. After acquiring a new entity, Loretta works to upgrade or re-position acquired brands, to strengthen acquired relationships, and to cross-market other product offerings to the acquired customers. This provides greater opportunity for organic growth of the company's portfolio of brands. Loretta also leverages the sales, procurement and logistical infrastructure, to achieve improved efficiencies and economies, thus strengthening profitability. Loretta's growth plans include expanding its existing business into the United States by marketing to a select group of Unites States wholesalers and retailers and by pursuing potential acquisitions in the United States. The recent acquisition of the assets of Michigan-based Amendt Corp., a baking mix manufacturer, is an example of an acquisition of a business with an existing customer base that can be expanded as a result of Loretta's ability to provide basic product ingredients that will make Amendt more competitive. Products of Loretta Loretta's current products include baking mixes, sugar products, flour products, spices, snack foods and canned products. As part of its product strategy Loretta strives to achieve vertical product integration where possible, as well as to utilize automation. Loretta has introduced higher levels of automation to its acquired business units, allowing it to be a low-cost producer and therefore be more competitive, as well as to accommodate unanticipated volume peaks, if required. Loretta's product strategy is generally brand driven as management of Loretta has spent considerable time and effort in upgrading and re-positioning the brands Loretta has acquired, and intends to continue with this strategy for future acquisitions. However, in order to achieve the volumes necessary to obtain desired economies of scale and in order to develop and expand meaningful customer relationships, Loretta has also aggressively pursued private label business that is profitable and contributes toward plant and corporate overhead. In each of its principal product areas, in addition to its branded products Loretta offers high-quality private-label products to its major customers. In its most recent private-label successes, Loretta works with its customer's product management personnel, generally within the customer's overall private-label strategy, to create offerings for the customer that help drive revenues and capture market share. In this way, Loretta can combine branded and private-label offerings to a given customer, which help create larger, more meaningful relationships in support of revenue continuity and growth. Customers of Loretta Loretta sells both branded and private-label products to major retailers in both Canada and the United States, including: - Wal-Mart Canada - Dollarama - Shoppers Drug Mart - Family Dollar - PharmaPlus - Giant Tiger - FoodBasics (A&P Canada) - Dollar General - Aldi USA - Bulk Barn Licensed Products In addition to its branded and private-label strategies, Loretta has also developed a licensed products strategy. Building on existing licensing arrangements with NHL Enterprises Canada LP, Molson Canada, Labatt, and Cadbury Beverages Canada, Loretta recently obtained a licensing arrangement with Motorhead Sports to produce certain Nascar-licensed food products for North America. To date, this strategy has been successfully focused on spice products in consumable packaging, marketed under the licensed brand, which provides a unique niche for Loretta's products with generally higher margins. Licensing allows Loretta to package certain products under the licensor's brand, which targets market segments that would otherwise not be addressable by Loretta. Acquisitions of Loretta To date, Loretta has completed the following acquisitions: --------------------------------------------------------------------- Company (Percentage Owned) Date of Major Acquisition Products Brands --------------------------------------------------------------------- Loretta Foods Limited (100%) February - Spices - Loretta Mississauga, Ontario 2005 - Seasonings - Donna - Canned products --------------------------------------------------------------------- LF Brands Inc. (100%) February - Baking mixes - Rich'n Mississauga, Ontario 2005 - Pancake Moist mixes - Rich'n (Former assets and business Chewy of the consumer products - Rich'n division of Multimar Foods) Fluffy --------------------------------------------------------------------- Bayshore Foods Inc. (100%) August - Salsa - Amigos Mississauga, Ontario 2004 - Tortilla/ - Jimmy nacho chips Pop Corn - Pop corn --------------------------------------------------------------------- Golden Gate Flour Corporation February - Flour - Golden (60%) 2005 products Gate Brantford, Ontario - County Fair 1st Prize --------------------------------------------------------------------- Sweet Valley Food Corporation July - Sugar - Sweet (100%) 2004 products Valley Mississauga, Ontario - Loretta --------------------------------------------------------------------- Loretta Baking Mix Products Ltd. March - Baking - County (100%) 2005 mixes Fare Monroe, Michigan - Pizza crust (Former assets and business mixes of Amendt Corp.) - Coating mixes --------------------------------------------------------------------- Corporate Information Concerning Loretta Loretta has 6,612,500 common shares (the "Loretta Common Shares") issued and outstanding and no stock options, warrants, anti dilution or other rights to purchase Loretta Common Shares outstanding, other than 930,000 stock options (the "Loretta Options"), each entitling the holder to acquire one Loretta Common Share at prices ranging from US$1.00 per share to US$4.00 per share. Based on unaudited management prepared consolidated financial statements for the nine (9) months ended September 30, 2004, Loretta had revenue of $2,462,257 and incurred a net loss of $160,642, and a working capital deficiency of $368,414. In addition, Loretta had assets of $5,162,930 and liabilities of $3,545,083. Loretta's unaudited consolidated financial statements for this period included Bayshore Foods Inc., commencing on August 20, 2004 (the closing date of the acquisition), and Sweet Valley Food Corporation, commencing on July 1, 2004 (the effective date of the acquisition). Loretta's unaudited consolidated financial statements for the period ended September 30, 2004 exclude financial data relating to businesses acquired subsequent to September 30, 2004. On July 27, 2004, MG Holdings Inc. ("MGH"), a wholly-owned subsidiary of Loretta completed, effective July 1, 2004, the acquisition of the business and certain assets of Sweet Valley Foods Inc. in exchange for a net purchase price of $1,721,167 satisfied with: (i) cash of $365,725; (ii) 750,000 Exchangeable Shares of MGH for a deemed value of $1,251,375, that are exchangeable into 1,500,000 shares of Loretta's common stock at a deemed value of US$0.625 per share; and (iii) the assumption of term loan in the amount of $104,067. Loretta formed a new wholly-owned subsidiary called Sweet Valley Food Corporation and MGH transferred the acquired business and assets to this subsidiary effective July 1, 2004. On August 20, 2004, Loretta acquired all of the capital stock of Bayshore Foods Inc. in exchange for a purchase price of $869,080 payable by issuing 400,000 shares of Loretta's common stock at a deemed value of US$1.00 per share and a promissory note of $350,000 bearing interest at 10% per annum. On January 5, 2005, Loretta agreed to pay the promissory note and all outstanding interest in full for a reduced amount of $348,783. Based on audited consolidated financial statements for the year ended December 31, 2004, Loretta had revenue of US$3,041,239, a net loss of US$422,928, a net comprehensive loss of US$521,518, and a working capital deficiency of US$632,234. The net loss reflects interest expense of US$63,906, amortization expense of US$131,136, and stock-based compensation to directors, for initial grants of the Loretta's stock, of US$150,565. The net comprehensive loss reflects an additional deduction of US$98,590 representing foreign currency translation adjustment. In addition, Loretta had assets of US$3,641,743 and liabilities of US$2,429,855. Loretta's audited consolidated financial statements for this period included Bayshore Foods Inc., commencing on August 20, 2004 (the closing date of the acquisition), and Sweet Valley Food Corporation, commencing on July 1, 2004 (the effective date of the acquisition). Loretta's audited consolidated financial statements for the year ended December 31, 2004 exclude financial data relating to businesses acquired subsequent to December 31, 2004. On February 28, 2005 a wholly-owned subsidiary of Loretta completed the acquisition of all of the capital stock of LF Acquisition Corp. (the holding company for Loretta Foods Limited), LF Brands Inc., (including its 60% interest in Golden Gate Flour Corporation), and LF Licensed Products Inc., in exchange for an obligation to issue preferred shares having an aggregate retraction value of $10,000,000. The obligation was satisfied by the issuance of 10,000,000 Class A preference shares of the subsidiary of Loretta, bearing cumulative quarterly dividends of 4.5% per year and retractable by the holder at any time after seven years from date of issuance. On March 9, 2005, Loretta Baking Mix Products Ltd. ("LBMP"), a wholly-owned subsidiary of Loretta, completed the acquisition of certain operating assets formerly owned by Amendt Corporation, from Monroe Bank & Trust for a purchase price of US$1,415,000 which was payable as to US$415,000 in cash and 10,000 Class A preferred shares in LBMP with 1,000 Class A preferred shares redeemable each year for ten years, commencing on December 31, 2005, for US$100,000 cash per year. To finance this transaction and provide working capital, Loretta and LBMP arranged bridge loan financing for US$880,000 from Caithness Financial Services Ltd. ("Caithness"). Security for the loan was a first charge on the assets of LBMP and Loretta, and guarantees from Loretta and its Chairman. The loan bears interest at 12%, as well as certain bonus interest payments, and is due February 1, 2006. Accordingly, Loretta's consolidated financial statements for the year ended December 31, 2004 exclude financial data relating to the above mentioned acquisitions of LF Acquisition Corp., LF Brands Inc. and LF Licensed Products Inc. that closed on February 28, 2005 and LBMP's above mentioned acquisition of certain operating assets of Amendt Corporation that closed on March 9, 2005. In accordance with United States regulatory requirements, Loretta has previously announced that, by May 30, 2005, if required, it intends to publicly disseminate the historical financial statements for the acquired businesses and proforma Loretta financial statements related to these acquisitions. As at February 28, 2005, Tremblant had net cash assets of approximately $1,700,000. Management and Directors of Loretta The current directors of Loretta are Al Burgio (Chairman), Joel Sebastian, Gerry C. Quinn, William Fatica, Leo Couprie, and William (Bill) Rancic. Al Burgio has been the President and CEO of Loretta since February 2005. Since March 2004, Mr. Burgio has been the President and CEO of Loretta Foods Limited and LF Brands Inc. He has been President and director of Burgio Family Holdings Inc., currently Loretta's largest shareholder, and a majority shareholder of ALBAR Capital Corp., since December 1999. Since September 2001, Mr. Burgio has been President and director of ALBAR Capital Corp. From August 1998 to February 2000, he was the President of Gordacom Consulting Inc., a company providing business development consulting services. From June 2000 to May 2002, he was a director of Avenue Financial Corporation (formerly University Avenue Financial Corporation), a public company listed on the TSX Venture Exchange Inc. ("TSX Venture"). From September 2002 to September 2004, he was the Chief Executive Officer of Skyway Wholesale Grocers Inc. Joel Sebastian is the Vice-President of Special Projects at Bozzuto's, Inc. in Cheshire, CT., and a director of Synergy Brands Inc., a public company listed on NASDAQ (NASDAQ:SYBR). In a career spanning 40 years, Mr. Sebastian has held senior management positions with several major retailers and food-related companies in the United States. Between 1995 and 2003, he was the Vice-President of Category Management (New England Region) for Supervalu, one of the largest food concerns in the United States. Mr. Sebastian served as Chairman of Food Distributor International's (FDI which has since merged with FMI) Buyer Merchandiser Committee, was a Director on IGA's Executive Committee, served on IGA's Red Oval Advisory Board, was a member of Ralston Purina's Advisory Board, a member of the Connecticut Food Association, served on Mass Foods legislative Committee and Convention committees, is a past Chairman and Director Emeritus of NEWFDA (North East Food Distributor's Association) and is on the board of directors for Mass Foods. William C. Fatica is currently a Partner of Corporate Brand Specialists, a consulting company headquartered in Pittsburgh, PA, a company he co-founded after retiring from H.J. Heinz Co. in 2001. His clients include, Del Monte, H. J. Heinz, the Knauss Snack Food Company, and Creekside Springs. Mr. Fatica began his career with the H.J. Heinz Company in 1971 as a Sales Representative in Northeastern Ohio and progressed through a number of field management positions. In 1983, he moved to Heinz U.S.A.'s Headquarters in Pittsburgh, PA. He formed the National Accounts department, and then went on to manage a number of internal sales and staff positions. Most recently he was the General Manager of the Heinz Corporate Brand Business Unit until he retired from the H. J. Heinz Co. in May 2001. Mr. Fatica is a past Vice-President of the Northeastern Grocery Manufacturers of America and has been involved in other industry committees and organizations. Gerry C. Quinn, C.A. has served as President of The Erin Mills Investment Corporation ("Erin Mills"), since July 1989, a real estate development and investment company. Prior to joining Erin Mills, Mr. Quinn served as a senior officer of Magna International Inc. and Barrincorp, both public companies trading on the Toronto Stock Exchange ("TSX"). He also served as a partner in the public accounting firm of Ernst & Young from 1971 to 1985. Currently, Mr. Quinn is also a director of MotorVac Technologies Inc. and Remote Dynamics Inc. (NASDAQ:REDI). Leo Couprie is the Chairman of Couprie, Fenton Inc., a company he co-founded in 1986. From 1984 to 1986, Mr. Couprie was the President of C&F Meat Brokers and from 1974 to 1984, a trader for Canada Packers Limited, International Division. Mr. Couprie also serves on the board of directors for various private companies, including 1505262 Ontario Inc. (formerly Sweet Valley Foods Inc.) and Mortgage Central. Since 2001, he has served as the Chair of Seneca College's International Business Advisory Board. William (Bill) Rancic has served as an Owner's Representative for the Trump Organization since April 2004. Mr. Rancic is the winner of the Donald Trump NBC Show "The Apprentice" and author of "You're Hired: How to Succeed in Business and Life", recently listed on the New York Times, Wall Street Journal, USA Today and Business Week best sellers lists. Mr. Rancic is also the founder of The Ranley Group o/a Cigars Around the World ("CAW"). Founded in 1994, CAW is a supplier/distributor of premium cigar products with principal offices and distribution facilities in Chicago, Illinois and Miami, Florida. In June 2003, CAW was acquired by Gran Reserve Corporation, a subsidiary of Synergy Brands Inc., a public company listed on NASDAQ (NASDAQ:SYBR). Since July 2004, Mr. Rancic has been a director of Synergy Brands Inc. Mr. Rancic has a Bachelor's Degree in criminal justice from Loyola University in Chicago. Officers of Loretta The current officers and key personnel of Loretta are Al Burgio, President and CEO; William Moore, Chief Financial Officer; Tyrone Ganpaul, Vice-President of Loretta and President of Sweet Valley Foods Inc.; J. Michael Fish, Chief Operating Officer and Vice-President of Loretta Baking Mix Products Ltd.; Bruce Ottewill, Vice President of Sweet Valley Food Corporation; and John Pannozzo, General Manager of Loretta Foods Limited. William Moore was appointed interim Chief Financial Officer of Loretta in February 2005. Since September 1994 he has been the President of Mandaville Group Inc., a boutique corporate finance advisor. Between 1993 and 2002, he served terms as CEO and CFO of Systech Retail Systems Inc., a Canadian technology services company operating predominantly in the United States. Prior to this, he was a Partner with Coopers & Lybrand Consulting Group, working in finance and strategy. Mr. Moore is a Chartered Accountant, and a member of the Institute of Chartered Accountants of Ontario. Tyrone Ganpaul has been Vice-President of Loretta since July 2004. Mr. Ganpaul is also the President of Loretta's subsidiary, Sweet Valley Food Corporation. From 2002 to May 2004, Mr. Ganpaul was President and a director of 1505262 Ontario Inc. (formerly Sweet Valley Foods Inc.), a food packaging and distribution company. From 2001 to 1994, he was a business development consultant for various companies, including Goudas Food Products Company Limited. From 1987 to 1994, Mr. Ganpaul was Vice-President, Finance for Export Packers Company Limited. Prior to 1987, Mr. Ganpaul worked for various other companies, including Oshawa Group Limited, Philips Electronics Ltd., Imperial Oil Limited, and Esso Standard Oil S.A. Ltd. Mr. Ganpaul has a degree in Economics and Business Administration from the University of Guyana and a RIA diploma from the Society of Management Accountants (formerly the Society of Registered Industrial Accountants). J. Michael Fish is the Chief Operating Officer and Vice-President of Loretta Baking Products Ltd. and has been since October 2004. Mr. Fish has served in various senior positions within the food industry, most recently, from 1993 to September 2004 as Vice-President and General Manager of Amendt Corporation, a company that he commenced employment with in 1993 and the assets of which were acquired by Loretta's subsidiary, Loretta Baking Mix Products Ltd. From 1972 to 1984, he held various positions with DCA Company, including Product Development and Plant Manager. Mr. Fish was a Technical Director for Muller Food Products from 1984 to 1987 and for Pennant Products from 1987 to 1988. From 1989 to 1992, he was Technical Director and General Manager of ConAgra - Grocery Products division's Mixing and Blending plant in Gardner, Kansas. Mr. Fish was General Manager of Newly Wed Foods from 1992 until 1993 as General Manager as a result of sale of mixing plant by ConAgra. Bruce A. Ottewill is the Vice-President of Sales and Marketing for Sweet Valley Food Corporation and has been since December 2004. Mr. Ottewill began his career within the sugar industry in 1954 with Redpath Sugar. Mr. Ottewill was the Vice-President of Sales and Marketing: for Westcane Sugar, a division of George Weston Ltd., from 1975 to 1983; for Lantic Sugar Co., from 1983 to 1988; and for ED&F Man Sugar, from 1989 to 1996. In 1996, Mr. Ottewill founded Sweet It Is Inc., a broker for sugar sales throughout Canada and the Caribbean. John Pannozzo has been the General Manager of Loretta Foods Limited since 1962. Mr. Pannozzo has been an instrumental member of the Loretta staff, assisting with establishing its key spice and seasoning supply relationships. Mr. Pannozzo has also served as the President and a director of the Canadian Spice Association. About the Proposed Qualifying Transaction Tremblant has entered into an arm's length letter agreement dated April 6, 2005 with Loretta and certain shareholders of Loretta and of its subsidiaries, Monaco (Canada) Inc. ("Monaco") and MG Holdings Inc. ("MGH"), pursuant to which the Corporation has agreed to acquire all the issued and outstanding common shares of Loretta and certain shares of Monaco and MGH not owned by Loretta (the "Acquisition"). The Acquisition is expected to constitute a Qualifying Transaction of the Corporation as defined in Policy 2.4 of the TSX Venture Corporate Finance Manual. The Acquisition will be completed after Loretta has completed a private placement of a minimum (the "Minimum Private Placement") of 3,703,704 subscription receipts and a maximum (the "Maximum Private Placement") of 11,111,111 subscription receipts of Loretta (the "Loretta Subscription Receipts") at a price of $0.27 per subscription receipt for gross proceeds of a minimum of CDN$1,000,000 and a maximum of CDN$3,000,000 (the "Loretta Private Placement"). Loretta has engaged Dundee Securities Corporation as lead agent in a syndicate of agents including Loewen Ondaatje McCutcheon Limited (collectively, the "Agents"), to act as agents on a "best efforts" agency basis in connection with the Loretta Private Placement and, in connection therewith, will be paid a cash commission of 8%. In addition, the Agents will be granted agents' options (the "Loretta Agents' Options") to purchase a number of Loretta Common Shares equal to 10% of the number of Loretta Common Shares issuable upon the exercise of the Loretta Subscription Receipts issued pursuant to the Loretta Private Placement, at an exercise price of $0.81 per Loretta Common Share for a period of eighteen (18) months after the closing of the Loretta Private Placement. Each three Loretta Subscription Receipts will entitle the holder to receive, for no additional consideration, one Loretta Common Share (subject to adjustment in certain circumstances), as follows: (i) automatically concurrent with the closing of the Acquisition such that each holder will receive Loretta Common Shares that will be exchanged pursuant to the Acquisition into Tremblant Common Shares (as defined below); or (ii) upon the closing of some other business combination or alternative going public event (an "Alternative Arrangement"). In the event the Acquisition or Alternative Arrangement has not closed prior to the six month anniversary of the closing of the Loretta Private Placement, the purchasers of the Loretta Subscription Receipts shall be entitled to a refund of their purchase price in exchange for the Loretta Subscription Receipts so purchased. Loretta intends to use the proceeds of the Loretta Private Placement for working capital to fund its growth and to fund future acquisitions, in accordance with a budget to be mutually agreed between Loretta and Tremblant. After completion of the maximum Loretta Private Placement, Loretta will have 6,612,500 Loretta Common Shares, 11,111,111 Loretta Subscription Receipts, 1,111,111 Loretta Agents' Options and 970,000 stock options (the "Loretta Options") outstanding. Pursuant to the terms of the Acquisition and assuming the completion of the Loretta Private Placement: (i) the holders of the Loretta Common Shares will receive three (3) Tremblant Common Shares with a deemed value of $0.27 per share for each share owned for an aggregate of 19,837,500 Tremblant Common Shares; (ii) the holders of the Loretta Subscription Receipts (assuming the completion of the Maximum Private Placement), assuming the exercise of the outstanding Loretta Subscription Receipts into Loretta Common Shares, will receive an aggregate of 11,111,111 Tremblant Common Shares; (iii) the holders of the preference shares of Monaco, not owned by Loretta, will receive 50,000,000 Tremblant Common Shares with a deemed value of $0.27 per share; (iv) the holders of the exchangeable shares of MGH, not owned by Loretta, will receive 4,500,000 Tremblant Common Shares with a deemed value of $0.27 per share; (v) certain of the outstanding Loretta Options shall be replaced with 1,740,000 stock options of Tremblant, with an exercise price of no less than $0.40 per share, and the outstanding Loretta Agents' Options will be replaced with the same number of agents options of Tremblant with an exercise price of $0.27 per Tremblant Common Share; (vi) 350,000 of the Loretta Options will be cancelled and replaced with share purchase warrants of Tremblant with terms to be determined; and (vii) the 580,000 remaining Loretta Options will be replaced with 1,740,000 stock options of Tremblant with an exercise price of not less than $0.40 per share. Pursuant to the Acquisition, Tremblant has also agreed to continue under the laws of the Canada (the "Continuance"), to change its name to a name to be determined by Loretta (the "Change of Name"), and after completion of the Acquisition to consolidate the Tremblant Common Shares on the basis of one new common share for each five existing Tremblant Common Shares (the "Consolidation"), all subject to shareholder and regulatory approval. The principal shareholders of Tremblant after the Acquisition will be Burgio Family Holdings Inc., and its majority-owned subsidiary, ALBAR Capital Corp., both private companies based in Toronto, Ontario wholly-owned by Al Burgio and members of his family owning approximately 21.7% and 36.8%, respectively, of the outstanding shares after completion of the Acquisition and the maximum Loretta Private Placement. The following table describes the outstanding share capital after completion of the Acquisition and the completion of the Loretta Private Placement: Pro Form After Pro Form After Completion Completion of the of the Acquisition Acquisition and the and the Maximum Loretta Maximum Loretta Private Private Placement Placement and the Consolidation -------------------------- ------------------------- Tremblant Shareholders 9,700,000 1,940,000 Existing Loretta Shareholders 74,337,500 14,867,500 Loretta Private Placement Investors 11,111,111 2,222,222 (3,703,704 if only Minimum (740,740 if only Minimum Private Placement) Private Placement) Agents' Options 1,111,111 exercisable 222,222 exercisable at $0.27 per share at $1.35 per share (370,370 if only Minimum (74,074 if only Minimum Private Placement) Private Placement) 300,000 exercisable at 60,000 exercisable at $0.25 per share $1.25 per share Warrants Granted 1,050,000 exercisable 210,000 exercisable to Certain at a price to be at a price to be Loretta Option determined determined Holders Stock Options 1,740,000 exercisable 348,000 exercisable Granted to at no less than $0.40 at no less than $2.00 Certain Loretta per share per share Option Holders Existing Stock 970,000 exercisable 194,000 exercisable Options at $0.25 per share at $1.25 per share After completion of the Acquisition, management of Tremblant will consist of Al Burgio as President and Chief Executive Officer, William Moore as Chief Financial Officer, Tyrone Ganpaul as Vice-President of Sugar Operations, and J. Michael Fish as Vice-President of Flour and Baking Mix Operations. After completion of the Acquisition, the Tremblant board of directors will consist of eight members, being William L. Hess and Alain Lambert both current directors of Tremblant, as well as Al Burgio, Leo Couprie, William Fatica, Gerry Quinn, William Rancic and Joel Sebastian. Tremblant has applied to TSX Venture for an exemption from the requirement of TSX Venture to engage a sponsor in connection with the Acquisition. There is no assurance Tremblant will receive the sponsorship exemption and if not Tremblant will need to engage a sponsor for the Acquisition. The completion of the Acquisition is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Acquisition is also subject to additional conditions precedent, including: (i) shareholder approval of the Corporation for the Acquisition, the Continuance, the Change of Name, and the Consolidation; (ii) shareholder approval of Loretta; (iii) satisfactory completion of due diligence reviews by the parties; (iv) board of directors approval of the Corporation and Loretta; (v) the entering into of a formal share exchange agreement and lock-up agreements with sufficient holders of the issued and outstanding Loretta Common Shares and 100% of the shares of MGH and Monaco not owned by Loretta; (vi) the entering into of employment agreements and non-competition agreements with certain key personnel of Loretta; (vii) the completion of the Loretta Private Placement for minimum proceeds of $1,000,000; and (viii) certain other conditions. Tremblant announces it has reserved a price of $0.27 per share for the grant of stock options to acquire up to 9,514,860 Common Shares (the "Stock Options") in the event the Acquisition and the Loretta Private Placement are completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options will be granted to directors, officers, employees and consultants of Tremblant, as determined by the Board of Directors of Tremblant following the completion of the Acquisition. The Acquisition will be an arm's length transaction as the directors and officers of the Corporation currently have no interest in Loretta. As indicated above, completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative. The securities of Loretta and Tremblant being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. FOR FURTHER INFORMATION PLEASE CONTACT: CPVC Tremblant Inc. Alain Lambert President (514) 219-7988 or Loretta Food Group Inc. Al Burgio President and Chief Executive Officer (905) 678-9250 or Loretta Food Group Inc. William Moore Chief Financial Officer (905) 584-2220 The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release. Copyright 2002 The Globe and Mail ---------------------------------------------------- To edit your alerts, go to:
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