RECIPE UNLIMITED ENTERS LETTER OF INTENT WITH FAIRFAX

VAUGHAN, ON, August 9, 2022 /CNW/ – Recipe Unlimited Corporation (“Recipe” or the “Company”) (TSE: RECP) today announced that, based on the unanimous recommendation of a special committee of independent directors (the “Special Committee “) of its Board of Directors (the “Board”), it has entered into a letter of intent with Hamblin Watsa Investment Counsel Ltd., investment manager on behalf of certain affiliates of Fairfax Financial Holdings Limited (collectively, “Fairfax “), in respect of a transaction (the “Proposed Transaction”) whereby a new wholly-owned subsidiary (the “Buyer”) of the buying group comprised of certain affiliates of Fairfax (collectively, the ” buying group”) will acquire all of the Multiple Voting Shares (“MVS”) and Subordinate Voting Shares (“SVS”, and together with “MVS”, the “Shares”) in the capital of the Company, other than Shares held by Fairfax or its affiliates and a maximum of 4,000,000 0 MVS held by Cara Holdings Limited (“CHL”), at a purchase price of $200.73 per share (the “Offer Price”), payable in cash.

The Offer Price represents a premium of 53.4% ​​over the closing price of the August 8, 2022and a premium of 59.2% and 58.1% to the volume-weighted average price over 30 and 60 trading days, respectively, at the close of trading on August 8, 2022.

The Board, having received the unanimous recommendation of the Special Committee, has determined that completion of the proposed transaction is in the best interests of the Company and subject to the negotiation of a definitive agreement, the Board intends to recommend to shareholders of the company to vote in favor of the proposed transaction transaction at a special meeting of shareholders to be held to approve the proposed transaction.

As part of its review of the proposed transaction, the Special Committee retained the services of Greenhill & Co. Canada Ltd. (“Greenhill”) to provide financial advice and prepare a formal valuation of the SVS (the “Formal Valuation”) to be issued by the Company pursuant to the proposed transaction, as required by Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101”). green hill concluded that as soon as August 8, 2022and subject to the assumptions, limitations and reservations set out in the formal valuation, that the fair market value of the SVS was in the range of $16.67 at $21.85 by SVS. green hill has also provided its opinion (the “Fairness Opinion”) to the Special Committee which, effective August 8, 2022and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by SVS holders (other than the buyer or its affiliates) under the proposed transaction is fair, from a financial point of view , for SVS holders (other than Buyer or its affiliates).

transaction details

Pursuant to the terms of the proposed transaction, the purchaser will acquire all shares, other than shares held by Fairfax or its affiliates and a maximum of 4,000,000 MVS held by CHL, for a purchase price of $20.73 per Share, payable in cash. The buying group is made up of certain Fairfax affiliates. The proposed transaction would be financed through equity proceeds contributed by members of the buying group and debt financing, and would not be subject to any financing conditions. Completion of the Proposed Transaction will be subject to customary transaction conditions of this nature, including, among others, (i) the negotiation and execution of a definitive agreement in respect of the Proposed Transaction; (ii) receipt by the Company and the buying group of all required regulatory, judicial and/or stock exchange approvals; and (iii) the approval of the Proposed Transaction at a special meeting of shareholders of the Company entitled to vote on the Proposed Transaction (including a “majority minority” vote of shareholders excluding for this purpose the votes of the Shares owned or controlled by persons described in items (a) through (d) of section 8.1(2) of NI 61-101).

Recipe expects to hold a special meeting (the “Special Meeting”) of Recipe shareholders to approve the proposed transaction following the signing of the definitive agreement. The proposed transaction is expected to close in the last quarter of 2022, subject to shareholder and regulatory approvals and other customary closing conditions. The terms and conditions of the proposed transaction will be disclosed in more detail in a management information circular for the special meeting which is expected to be mailed to Recipe shareholders following the signing of the definitive agreement for the proposed transaction. Copies of the definitive agreement and the management information circular for the special meeting will be filed with Canadian securities regulators and will be available on Recipe’s SEDAR profile at www.sedar.com. Recipe shareholders are urged to read these and other relevant documents as they become available.

There can be no assurance that Recipe and Buying Group will enter into a definitive agreement for the proposed transaction or that the proposed transaction will occur as proposed or at all.

Forward-looking information

This press release contains “forward-looking information” as defined by applicable Canadian securities laws. Such information includes, but is not limited to, statements regarding our objectives, our strategies for achieving those objectives, as well as statements regarding management’s beliefs, plans, estimates, projections and intentions, and similar statements regarding events anticipated futures, results, circumstances, performances or expectations that are not historical facts. Forward-looking information can generally be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “should”, “expect”, “intend”, ” estimates”, “anticipates”, “believes”, “should”, “plans” or “continues”, or similar expressions suggesting future results or events. This forward-looking information reflects management’s current beliefs and is based on information currently available to management. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

The forward-looking statements included in this press release, including statements regarding the proposed transaction, are not guarantees of future results and involve numerous risks and uncertainties that may cause actual results to differ materially from the potential results discussed in forward-looking statements. With respect to forward-looking statements and information regarding the proposed transaction, management has provided them based on certain assumptions which it considers reasonable at this time, including that the proposed transaction can be completed on acceptable terms and that all prerequisites can be satisfied. . There can be no assurance that Recipe and Buying Group will enter into a definitive agreement for the proposed transaction or that the proposed transaction will occur as proposed or at all. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.

The risks and uncertainties associated with the proposed transaction include, but are not limited to: Recipe and Buying Group’s inability to complete the proposed transaction on satisfactory terms, or at all; the failure of Recipe and Buying Group to obtain required shareholder and regulatory approvals or satisfy other conditions to complete the proposed transaction; the risk that the proposed transaction will involve unforeseen costs, liabilities or delays; the risk that, prior to or subsequent to the completion of the proposed transaction, Recipe’s business may experience significant disruptions, including the loss of customers or employees due to transaction uncertainty, industry conditions or other factors; risks related to employee retention; the risk of legal action being taken against Recipe; and the risks of diversion of management’s attention from Recipe’s ongoing business operations.

The forward-looking information contained in this press release is made as of the date of this press release and should not be relied upon to represent the opinions of Recipe as of any date subsequent to the date of this press release. Except as required by applicable law, Recipe’s management and Board of Directors undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

About the recipe

Founded in 1883, RECIPE Unlimited Corporation is from Canada largest full-service catering company. The company franchises and/or operates some of the country’s most recognized brands, including Swiss Chalet, Harvey’s, St. HubertThe barrel, from montanaKelseys, East Side Mario’s, New York Fries, Bier Markt, The Landing Group of Restaurants, Original Joe’s, State & Main, Elephant & Castle, The Burger’s Priest, The Pickle Barrel, Marigolds & Onions, Blanco CanteenAñejo, fresh and ultimate cuisines.

RECIPE’s iconic brands have established the organization as a nationally recognized franchisor of choice. Like a June 26, 2022Recipe had 20 brands and 1,223 restaurants, 82% of which are operated by franchisees and joint venture partners, operating in several countries, including Canada, UNITED STATES, Saudi Arabia, India and the UAE. RECIPE’s shares trade on the Toronto Stock Exchange under the symbol RECP. More information about the company is available at www.recipeunlimited.com.

Advisors

Greenhill & Co. Canada Ltd. acts as financial advisor to the Special Committee. Davies Ward Phillips & Vineberg LLP is acting as independent counsel to the Special Committee. Stikeman Elliott LLP is acting as legal counsel to the Company.

Scotia Capital is acting as financial advisor to Fairfax. Torys LLP is acting as legal counsel to Fairfax. McCarthy Tetrault LLP is acting as legal counsel to CHL.

SOURCE Recipe Unlimited Corp.

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