MISSISAUGA, ON, Jan. 7, 2022 /CNW/
- Sol Cuisine Ltd. (TSXV: VEG) ("Sol Cuisine" or the
"Company") announces the results of its special meeting (the
"Meeting") of the shareholders of the Company ("Sol
Shareholders") held today. At the Meeting, Sol Shareholders
passed a special resolution to approve the proposed acquisition by
PlantPlus Foods Canada Inc. of all of the outstanding common
shares, all of the outstanding common share purchase warrants and
compensation options, and all of the outstanding stock options of
Sol Cuisine, pursuant to a plan of arrangement under the
Business Corporations Act (Ontario) (the "Arrangement").
The required shareholder approval thresholds were met, with the
Arrangement being approved by (i) 100% of the votes cast by Sol
Shareholders present in person or represented by proxy at the
Meeting; and (ii) 100% of the votes cast by Sol Shareholders
present in person or represented by proxy at the Meeting,
excluding the votes of Dror
Balshine, Michael Fata and
John Flanagan.
Completion of the Arrangement is subject to the receipt of a
final order of the Ontario Superior Court of
Justice (Commercial List) (the
"Court"), which is expected to be sought on
January 12, 2022. In addition,
certain closing conditions customary in transactions of this nature
are required to be satisfied in order for the
Arrangement to occur. Provided that approval of the Court is
granted and all other closing conditions are satisfied or
waived, the Company expects the Arrangement to be completed
later in January 2022, at which time the Company will apply to
have its common shares de-listed from the TSX Venture Exchange and
to cease to be a reporting issuer.
For more details on Sol Cuisine's consumer brands:
Website: www.solcuisine.com
Instagram: @solcuisine
Facebook: @solcuisine
Twitter: @solcuisine
LinkedIn: @solcuisine
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.
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,
including statements regarding the Arrangement, the receipt of
requisite Court, regulatory and stock exchange approvals, and the
anticipated timing for the completion of the Arrangement, 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.
In respect of the forward-looking statements and information
concerning the completion of the Arrangement and the anticipated
timing for completion of the Arrangement, the Company has provided
such 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 and on satisfactory
terms, the necessary regulatory, Court, stock exchange and other
third party approvals and the ability of the parties to satisfy, in
a timely manner, the other conditions to the completion of the
Arrangement. These dates may change for a number of reasons,
including the inability to secure necessary regulatory, Court or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release concerning these times.
Risks and uncertainties that may cause such differences include
but are not limited to: the risk that the Arrangement may not be
completed on a timely basis, if at all; the conditions to the
consummation of the Arrangement may not be satisfied; the risk that
the Arrangement may involve unexpected costs, liabilities or
delays; the possibility that legal proceedings may be instituted
against the Company and/or others relating to the Arrangement and
the outcome of such proceedings; the possible occurrence of an
event, change or other circumstance that could result in
termination of the Arrangement; risks relating to the failure to
obtain necessary Court, regulatory and stock exchange approval;
other risks inherent in the plant-based food industry. Failure to
obtain the requisite approvals, or the failure of the parties to
otherwise satisfy the conditions to or complete the Arrangement,
may result in the Arrangement not being completed on the proposed
terms, or at all. In addition, if the Arrangement is not completed,
the announcement of the Arrangement and the dedication of
substantial resources of the Company to the completion of the
Arrangement could have a material adverse impact on the Company's
share price, its current business relationships and on the current
and future operations, financial condition and prospects of the
Company. 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.