JustKitchen Announces Amended and Restated Arrangement Agreement for Proposed Going-Private Transaction
Vancouver, British Columbia--(Newsfile Corp. - June 27, 2023) - Just Kitchen Holdings Corp. (TSXV: JK) (FSE: 68Z) ("JustKitchen" or the "Company"), an operator of ghost kitchens specializing in the development of delivery-only food brands for customers, announces, further to the Company's press release dated May 23, 2023, that it has entered into an amended and restated arrangement agreement (the "A&R Arrangement Agreement"), effective as of the date hereof, which amends and restates the previously announced arrangement agreement dated May 19, 2023 (the "Original Arrangement Agreement") among the Company, JustKitchen Co. Ltd. ("JK Taiwan"), the Company's wholly-owned Taiwanese subsidiary, and JF Investment Co., Ltd. (the "Purchaser"), pursuant to which the Purchaser will acquire (the "Transaction") all of the issued and outstanding common shares of the Company (the "Common Shares") by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).
Since the execution of the Original Arrangement Agreement, the Company has continued consultation with its advisors in Taiwan, which have advised the Company that the receipt of approval by the Ministry of Economic Affairs Investment Commission (the "Taiwan Investment Commission") for the Transaction, as described in the Original Arrangement Agreement, may cause closing delay. As such, the A&R Arrangement Agreement has been entered into to reflect certain revisions to the Transaction structure regarding the consideration to be received by Electing Shareholders (as defined below) in order to accommodate the requirement to receive Taiwan Investment Commission approval in a more timely manner. All other terms and conditions of the A&R Arrangement Agreement are substantially similar to those of the Original Arrangement Agreement
Pursuant to the terms of the A&R Arrangement Agreement, holders of Common Shares ("Shareholders") will be provided with the option to elect not to receive the cash consideration of CAD
Under the terms of the A&R Arrangement Agreement, the Purchaser has agreed to use commercially reasonable efforts to effect a post-closing reorganization, pursuant to which all of the continuing assets of the Company will be transferred to JK Taiwan pursuant the terms and conditions of an assignment and assumption agreement to be entered into between the Company and JK Taiwan and the Purchaser Shares will be exchanged for shares of JK Taiwan ("JK Taiwan Shares"). The ownership of Purchaser Shares and JK Taiwan Shares by the Electing Shareholders must be approved by the Taiwan Investment Commission.
Further details regarding the Transaction are set out in the Company's press release dated May 23, 2023 and the A&R Arrangement Agreement, each of which will be located under the Company's SEDAR profile at www.sedar.com. The foregoing description of the A&R Arrangement Agreement is qualified in its entirety by reference to the full text of the A&R Arrangement Agreement.
As a result of the revised Transaction structure, the Company has postponed its annual general and special meeting of securityholders (the "Meeting") that was originally scheduled for July 26, 2023 to August 4, 2023. Additional information regarding the Transaction will be contained in a management information circular (the "Circular") that the Company will prepare, file and mail to its securityholders in connection with the Meeting. All securityholders of the Company are urged to read the Circular once available as it will contain additional important information concerning the Transaction.
ABOUT JUSTKITCHEN
Just Kitchen is primarily an operator of ghost kitchens specializing in the development and marketing of proprietary and franchised delivery only food brands for customers and businesses. The Company currently operates in Taiwan, Hong Kong, the Philippines and Malaysia. It has also signed an agreement that will allow JustKitchen to sell several of its proprietary food brands in Japan and it has also signed a brand swap agreement in India. Where appropriate, JustKitchen utilizes a hub-and-spoke operating model, which features advanced food preparation taking place at larger hub kitchens and final meal preparation taking place at smaller spoke kitchens located in areas with higher population densities. The Company combines this operating model with online and mobile application-based food ordering via its proprietary mobile food ordering app and other third-party ordering apps. Delivery is fulfilled by third-party delivery companies, to minimize capital investments and operating expenses and reach more customers in underserved markets. The Company's other business, JustMarket, is an e-commerce grocery delivery platform that allows customers to purchase groceries for delivery or add select grocery items to meals ordered through JustKitchen.
For more information about the Company, please visit investors.justkitchen.com. JustKitchen's final prospectus, financial statements and management's discussion and analysis, among other documents, are all available on the Company's profile page on SEDAR at www.sedar.com.
FORWARD-LOOKING STATEMENTS
Certain statements included in this press release may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. More particularly without limitation, this press release contains forward-looking statements and information regarding the anticipated timing of the Meeting and of the completion of the Transaction, and the completion of the Post-Closing Reorganization. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from JustKitchen's expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, JustKitchen cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits JustKitchen will derive from them.
In respect of forward-looking statements and information concerning the timing of the completion of the proposed Transaction, JustKitchen has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, court and securityholder approvals, in the approval of the Taiwan Investment Commission, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Transaction or the ability of the board to consider and approve, subject to compliance by JustKitchen of its obligations under the Arrangement Agreement, a superior proposal for JustKitchen. Although JustKitchen believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Transaction will be completed or that it will be completed on the terms and conditions contemplated in this news release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed Transaction include, without limitation, failure of the parties to satisfy the conditions for the completion of the Transaction; termination of the Arrangement Agreement in certain circumstances; failure to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company's business, financial condition, operating results and the price of the Common Shares; the Company is restricted from taking certain actions while the Arrangement is pending; the Company's directors and officers may have interests in the Arrangement that are different from those of Shareholders; Shareholders will no longer hold an interest in the Company following the Arrangement; Electing Shareholders will receive shares of a private entity organized under the laws of Taiwan; and the Post-Closing Reorganization may not be completed following the completion of the Transaction. Consequently, the Company cautions readers not to place undue reliance on the forward-looking statements and information contained in this news release. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
CONTACT INFORMATION
Just Kitchen Holdings Corp.
Suite 1430, 800 West Pender Street
Vancouver, British Columbia
V6C 2V6
Jason Chen, CEO
Toll-Free: 1-855-JST-KCHN (1-855-578-5246)
E-mail: ir@justkitchen.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/171519
