Freshii to be acquired by Foodtastic Inc.

TORONTO – Freshii Inc. (TSX: FRII) today 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% premium to the 20-day volume-weighted average price per share for the period ending on December 16, 2022, and a 142% premium to the closing price on December 16, 2022.

“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 franchisee 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.”

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.”

Since 2005, Freshii has established a healthy food focused franchised restaurant concept which currently operates 343 locations in North America and internationally. All but one of Freshii’s stores are franchised. In recent years, the Company has further expanded their omni-channel footprint in the adjacent health and wellness business lines, including in consumer-packaged goods, nutritional supplements, and ecommerce retail, following the acquisition of a majority interest in a leading Canadian online health and wellness product retailer, Natura Market. Freshii’s consumer-packaged goods retail partners include, among others, Walmart Canada, Shell Gas and Convenience Stations, ONroute, and Air Canada.

Foodtastic is a leading franchisor of restaurant brands in Canada. Including the recently announced acquisitions of Quesada and Freshii, Foodtastic’s Canadian system exceeds 1,200 restaurants and $950 million in sales. Foodtastic is rapidly growing internationally, with over 150 restaurants outside of Canada.

Foodtastic’s brands include Second Cup, Pita Pit, Milestones, Fionn MacCool’s, Shoeless Joe’s, Au Coq, La Belle et La Boeuf, and Monza.

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