MISSISAUGA, ON, Jan. 19, 2022
/CNW/ - Sol Cuisine Ltd. (TSXV: VEG) ("Sol Cuisine" or
the "Company") announces the closing of the acquisition of
the Company by PlantPlus Foods Canada Inc. ("PlantPlus
Foods") by way of a plan of arrangement (the
"Transaction").
The Transaction, which was initially announced on November 12, 2021, was approved by shareholders
of the Company at its special meeting held on January 7, 2022. Under the terms of the
Transaction, PlantPlus Foods acquired all of the outstanding common
shares, all of the outstanding common share purchase warrants (the
"Warrants"), all of the outstanding compensation options,
and all of the outstanding stock options of Sol Cuisine. The total
value of the Transaction (taking into account the common shares,
the Warrants, the compensation options and the stock options) was
approximately $125.4 million.
As a result of the completion of the Transaction, it is expected
that Sol Cuisine shares will be delisted from the TSX Venture
Exchange in the coming days. The Company has also applied to
the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for
the purposes of securities legislation.
A registered holder of Sol Cuisine common shares, Warrants, or
compensation options (each a "Securityholder") must complete
and send a letter of transmittal with the certificate(s)
representing his, her or its Sol Cuisine common shares, Warrants,
or compensation options to TSX Trust Company in order to receive
the consideration to which such Sol Cuisine Securityholder is
entitled under the terms of the Transaction.
A non-registered Sol Cuisine Securityholder will receive the
consideration to which such Sol Cuisine Securityholder is entitled
through his, her or its account with the broker, investment dealer,
bank, trust company or other intermediary that holds common shares
on such Sol Cuisine's Securityholder's behalf. A non-registered
Securityholder should contact his, her or its intermediary with any
questions about this process.
For more details on Sol Cuisine's consumer brands:
Website:
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www.solcuisine.com
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Instagram:
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@solcuisine
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Facebook:
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@solcuisine
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Twitter:
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@solcuisine
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LinkedIn:
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@solcuisine
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About Sol Cuisine Ltd.
Sol Cuisine is the publicly traded parent company of Sol Cuisine
Inc., following the completion of its "qualifying transaction" on
May 19, 2021. Sol Cuisine is a
fast-growing producer of branded and private label,
consumer-preferred plant-based protein offerings across key
center-of-plate and appetizer categories. The Company's products
are offered through an established omni-channel distribution
platform in Canada, the U.S. and
Mexico, and are available in over
11,000 stores and more than 41,000 unique points of distribution
across four primary channels: Canada Retail Sales & Club; U.S.
Retail Sales & Club; Food Service & Industrial; and Private
Label. Over a history of 20+ years, Sol Cuisine has consistently
demonstrated an ability to innovate and delight consumers in
Canada and the U.S., while
remaining true to its commitment to producing great tasting,
nutritionally superior products. This commitment has resulted in
several Canadian product wins, including the #1 frozen plant-based
burger in Canada, the #1
consumer-preferred chicken alternative and the #1 quality roast
product as determined by Whole Foods Market. The Company's taste
and nutritional superiority has also resulted in private label
contracts with some of the most recognized natural brands in
North America. These products are
all produced at Sol Cuisine's two state of the art facilities,
totaling 35,000 square foot facility in Mississauga, Ontario, capable of supporting up
to 10 million kilograms of volume per annum.
About PlantPlus Foods
PlantPlus Foods offers a wide range of finished plant-based food
products across North and South
America, backed by unmatched technology, scale and
experience.
Forward-Looking Statements.
This press release contains forward-looking statements within
the meaning of Canadian securities laws regarding the Company and
its business. These forward-looking statements contain statements
of intent, belief or current expectations of Sol Cuisine.
Forward-looking information is often, but not always identified by
the use of words such as "anticipate", "believe", "expect", "plan",
"intend", "forecast", "target", "project", "may", "will", "should",
"could", "estimate", "predict" or similar words suggesting future
outcomes or language suggesting an outlook.
The forward-looking statements included in this press release
are not guarantees of future results and involve risks and
uncertainties that may cause actual results to differ materially
from the potential results discussed in the forward-looking
statements.
Risks and uncertainties that may cause such differences include
but are not limited to: the possibility that legal proceedings may
be instituted against the Company and/or others relating to the
Arrangement and the outcome of such proceedings; risks relating to
the failure to obtain necessary regulatory and stock exchange
approval; other risks inherent in the plant-based food industry.
When relying on forward-looking statements to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Additional information on these and other factors that could affect
the Company's operations or financial results are included in
reports on file with applicable securities regulatory authorities
and may be accessed through the SEDAR
website (www.sedar.com).
The forward-looking statements in this press release are made as
of the date it was issued and the Company does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
By their very nature, forward-looking statements involve inherent
risks and uncertainties, both general and specific, and risks that
outcomes implied by forward-looking statements will not be
achieved. The Company cautions readers not to place undue reliance
on these statements.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Sol Cuisine Ltd.