Jamba Juice Shareholders Approve Merger With Services Acquisition Corp. International
March 22 2006 - 6:30AM
Business Wire
Jamba Juice and SVI and Services Acquisition Corp. International
("SVI") (AMEX:SVI) (AMEX:SVI-U) (AMEX:SVI-WS) today announced that
Jamba Juice's shareholders approved the announced merger with SVI.
Jamba Juice's Board of Directors had previously approved the merger
and recommended that Jamba Juice's shareholders vote in favor of
the proposal. No further approval by Jamba Juice shareholders is
required. As a result, Jamba Juice has now satisfied one of the
conditions to closing. About the Merger On March 13, 2006, Jamba
Juice Company and SVI announced a planned merger under which Jamba
Juice will merge with SVI. Upon consummation of the merger, SVI
will seek to change its name to Jamba, Inc. Under the terms of the
agreement, Jamba Juice shareholders will receive cash of $265
million less certain indebtedness, transaction expenses and amounts
escrowed for indemnity claims. On March 10, 2006, and March 15,
2006, SVI entered into Securities Purchase Agreements and
Registration Rights Agreements, with prospective investors
(including certain current Jamba Juice shareholders and board
members) that collectively provide for the issuance, simultaneously
with the closing of the merger, of approximately 30.9 million
shares of SVI common stock, at a per share purchase price of $7.50,
resulting in aggregate gross proceeds to SVI of approximately
$231.6 million, which funds will be used with the approximately
$127 million of cash currently held in trust by SVI to fund the
merger consideration and provide additional working and expansion
capital. The closings of the merger and SVI financing are subject
to customary closing conditions, including approval of the merger
agreement by the stockholders of SVI and the expiration of any
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 as amended. In addition, the closing is conditioned on
holders of not more than 20% of the shares of SVI voting against
the merger and electing to convert their SVI shares into cash, as
permitted by the SVI certificate of incorporation. For additional
information regarding the pending merger, please refer to SVI's
recent SEC filings available on-line at www.sec.gov. About Jamba
Juice Jamba Juice is the category-defining leader in freshly
blended-to-order fruit smoothies, juices, and good-for-you snacks.
Founded in 1990 in California, today Jamba Juice has more than 533
company and franchised stores in 26 states nationwide with 7,500
employees. For the nearest location call: 1.866.4R.FRUIT or visit
the website at www.jambajuice.com. About SVI SVI is a blank check
company that was formed for the specific purpose of consummating a
business combination. SVI raised net proceeds of approximately $127
million through its initial public offering consummated in July
2005 and has dedicated its time since the offering to seeking and
evaluating business combination opportunities. The management of
SVI includes former executives from organizations such as
Blockbuster Entertainment Group, AutoNation and Boca Resorts.
Forward-looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, about SVI, Jamba Juice
and their combined business after completion of the proposed
acquisition. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the
current beliefs and expectations of SVI's and Jamba Juice's
management, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
failure of SVI stockholders to approve the plan and agreement of
merger and the transactions contemplated thereby; the number and
percentage of SVI stockholders voting against the acquisition;
changing interpretations of generally accepted accounting
principles; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Jamba Juice is engaged;
demand for the products and services that Jamba Juice provides,
general economic conditions; geopolitical events and regulatory
changes, as well as other relevant risks detailed in SVI's filings
with the Securities and Exchange Commission. The information set
forth herein should be read in light of such risks. Neither SVI nor
Jamba Juice assumes any obligation to update the information
contained in this press release. Additional Information and Where
to Find It In connection with the proposed acquisition and
financing and required stockholder approval, SVI will file with the
Securities and Exchange Commission a proxy statement which will be
mailed to the stockholders of SVI. SVI's stockholders are urged to
read the proxy statement and other relevant materials when they
become available as they will contain important information about
the acquisition of Jamba Juice and the related private placement
financing. SVI stockholders will be able to obtain a free copy of
such filings at the Securities and Exchange Commission's internet
site (http://www.sec.gov). Copies of such filings can also be
obtained, without charge, by directing a request to SVI, 401 East
Las Olas Boulevard, Suite 1140, Fort Lauderdale, Florida 33301. SVI
and its officers and directors may be deemed to have participated
in the solicitation of proxies from SVI's stockholders in favor of
the approval of the acquisition and related private placement
financing. Information concerning SVI's directors and executive
officers is set forth in the publicly filed documents of SVI.
Stockholder may obtain more detailed information regarding the
direct and indirect interests of SVI and its directors and
executive officers in the acquisition and related private placement
financing by reading the preliminary and definitive proxy
statements regarding the merger and private placement financing,
which will be filed with the SEC.
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