Foodtastic Inc. entered into an arrangement agreement to acquire Freshii Inc. from a group of shareholders for CAD 74.4 million.
The transaction is subject to the approval of at least two-thirds of the votes cast by holders of all Freshii shares present in person or represented by proxy at the special meeting of Freshii shareholders to be called to consider the arrangement, voting together as a single class, court approvals and certain other customary closing conditions. Completion of the transaction is not subject to a financing condition. The Special Committee of independent directors of Freshii that oversaw the consideration and negotiation of the transaction. The Board of Freshii, on the unanimous recommendation of the Special Committee, unanimously determined that the arrangement is fair to Freshii shareholders and is in the best interests of Freshii, and resolved to recommend that Freshii shareholders vote in favour of the arrangement. Matthew Corrin, Freshiiâs founder and Executive Chair, who holds approximately 69.4% of the votes attaching to all issued and outstanding Freshii shares, together with each of Freshiiâs other directors and officers, have entered into voting support agreements pursuant to which they have each agreed, among other things, to vote all Freshii shares owned or controlled by them in favour of the arrangement at the special meeting. Freshii expects to call and hold a special meeting of shareholders late in the first quarter of 2023. As per the filling on February 8, 2023, shareholders of Freshii approved the transaction. Freshii obtained final order of the Court Approving Arrangement with Foodtastic. All of the conditions to the completion of the Arrangement have now been satisfied or waived, excluding any conditions that, by their terms, cannot be satisfied or waived until the effective date of the Arrangement. The arrangement is expected to close before the end of first quarter of 2023. The transaction is expected to close on or before February 28, 2023. Completion of the Arrangement is expected to occur on or about February 22, 2023
CIBC Capital Markets acted as financial advisor and provided fairness opinion to the Special Committee and Board of Freshii. Fort Capital Partners provided a fixed-fee fairness opinion to the Special Committee of Freshii. Osler, Hoskin & Harcourt LLP acted as legal advisor to the Special Committee and Freshii. Fasken Martineau DuMoulin LLP acted as legal advisor to Foodtastic. TSX Trust Company acted as depositary to Freshii Inc. Marie Emmanuelle Vaillancourt, Jesse Boretsky and Zachary Kling of Davies Ward Phillips & Vineberg LLP acted as tax advisor of Foodtastic Inc.