Freshii Inc. announced that it has entered into an arrangement agreement pursuant to which Foodtastic Inc. will acquire all of the issued and outstanding shares of Freshii for $2.30 per share in cash, representing total consideration of approximately $74.4 million on a fully diluted basis. The consideration represents a 148 per cent premium to the 20-day volume-weighted average price per share for the period ending on December 16, 2022, and a 142 per cent premium to the closing price on December 16, 2022.
Peter Mammas, President and Chief Executive Officer of Foodtastic, said, “We have been watching Freshii for some time – it is a great fit for us, and helps Foodtastic expand into a new category. I echo Dan’s excitement about continuing to expand and enhance the great brand that he, Matthew, and the rest of the Freshii team have built. We look forward to welcoming the Freshii franchisees into the Foodtastic family.”
“This all-cash transaction delivers immediate and certain liquidity to Freshii’s shareholders at a price that represents a significant premium to the market price of Freshii’s shares. We believe it represents a compelling opportunity for Freshii’s shareholders,” said Stephen Smith, Chair of the Special Committee of independent directors of Freshii that oversaw the consideration and negotiation of the transaction.
Daniel Haroun, Chief Executive Officer of Freshii, continued, “We believe that this transaction recognizes the tremendous value of the Freshii brand. For almost 20 years, our incredibly passionate franchisees and other business partners and team members have been delivering on the mission of making healthy food accessible and building a leading Canadian health food brand. We believe that Freshii’s brand, franchise network and talent will benefit from Foodtastic’s greater scale – in particular, we believe that this combination will improve Freshii’s potential for growth, enhance franchisee profitability, and generate additional opportunities for our CPG business.”
The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) and is expected to close in the first quarter of 2023, subject to receipt of shareholder and court approvals and certain other customary closing conditions. Completion of the transaction is not subject to a financing condition.