Simply Better Brands Corp. (OTCQB:PKANF) (TSX:SBBC) and Jones Soda Co. (OTCQB:JSDA) (CSE:JSDA) announced the execution of a binding letter of intent on April 16, 2022 pursuant to which Simply Better Brands and Jones will complete an arm’s length business combination by the acquisition by Simply Better Brands of all of the issued and outstanding common shares of Jones, craft soda company which has recently added to their product line-up cannabis-derived food and beverages.
Mark Murray, CEO of Jones said, “We are very excited to be bringing together the two companies to further accelerate top line growth and bottom line improvements. For Jones, this combination will deliver diversification to our core business. We are bringing together not only strong consumer brands but also two strong management teams that we believe will deliver growth and operational synergies.”
Pursuant to the transaction, SBBC will purchase 100% of the issued and outstanding common shares of Jones at a deemed value of $0.75 per Jones share, payable in fully paid and non-assessable common shares of SBBC based on a price per SBBC share equal to $3.65. In addition, SBBC will assume all outstanding debt of Jones and exchange any dilutive securities of Jones for materially similar securities of SBBC based on an implied ratio of 0.20548 SBBC shares for each one Jones share held, with the aggregate value being of the transaction being approximately $98,902,257 on a fully-diluted basis.
The transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the transaction on or before June 30, 2022, mutually favorable tax and corporate structuring, the approval by shareholders in Simply Better Brands and Jones, and the approval of the TSXV or such other recognized stock exchange as the SBBC shares may become listed after completion of the transaction, and if applicable, disinterested shareholder approval.
Name change
Upon completion of the transaction, Simply Better Brands intends to change its name to "Jones Soda" or some derivation thereof and a new trading symbol may be chosen by SBBC.
Board of directors
Upon completion of the transaction, the senior executive team and the board of directors of the combined company will draw from the extensive experience and expertise of both companies. It is proposed that the board of directors, subject to SBBC approving the proposed nominees and such nominees complying with applicable corporate laws and stock exchange rules in connection with such appointment, will be as follows:
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Paul Norman, chairman
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Mark Murray
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Alex Spiro
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Jamie Colbourne
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Clive Sirkin
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Chad Bronstein
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Plus an additional director to be nominated by Simply Better Brands
Photo: Courtesy of Jones Soda Co.
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