MISSISSAUGA, ON, April 7,
2021 /CNW/ - Aegis Brands Inc., ("Aegis" or the "Company")
(TSX: AEG) today announced that the proposed sale of substantially
all of the assets comprising its specialty coffee brand "Second Cup
Coffee Co." to an affiliate of Montréal-based Foodtastic Inc. (the
"Transaction") was overwhelmingly approved by common shareholders
at the Company's special meeting held virtually on April 7, 2021 (the "Meeting").
The special resolution approving the Transaction was approved by
the affirmative vote of 99.62% of the votes represented at the
Meeting.
The Transaction remains subject to the satisfaction or waiver of
a number of conditions, including but not limited to the receipt of
certain third-party consents, and is expected to close in
April 2021.
The Company's full report of voting results on the special
resolution is available on SEDAR at www.sedar.com.
About Aegis Brands Inc.
Founded in 1975, Aegis Brands Inc., formerly The Second Cup
Ltd., is a Canadian specialty coffee retailer operating franchised
and company-owned cafés across Canada. In November
2019, the Company announced its intention to implement a new
operating structure in support of its new strategy. The Company now
owns and operates the existing Second Cup Coffee Co. specialty
coffee business as part of a portfolio of brands that also includes
Bridgehead and Hemisphere Cannabis Co. For more information, please
visit www.aegisbrands.ca or find the Company on Facebook and
Twitter.
Cautionary Note on Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian securities laws. These forward-looking
statements contain statements of intent, belief or current
expectations of Aegis. 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 Transaction, the
receipt of certain third-party consents and satisfaction of other
closing conditions and the expected timeline for the closing of the
Transaction, 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 included in this press release, Aegis
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 satisfy, in a timely manner, the
remaining conditions to the closing of the Transaction and obtain
the required third-party consents, the ability of the Company to
manage the risks (economic, operational, financial, and other
risks) associated with the COVID-19 pandemic, and the Company's
ability to generally execute on its strategy going forward.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news
release.
Risks and uncertainties that may cause such differences
include but are not limited to: the risk that the Transaction may
not be completed on a timely basis, if at all; risks that the
conditions to the consummation of the Transaction may not be
satisfied; the risk that the Transaction may involve unexpected
costs, liabilities or delays; the risk that, prior to the
completion of the Transaction, Aegis' business may experience
significant disruptions, including loss of customers or employees,
due to transaction-related uncertainty or other factors; the
possible occurrence of an event, change or other circumstance that
could result in termination of the Transaction; risks that the
Transaction may have a negative impact on the market price and
liquidity of the common shares; risks related to the diversion of
management's attention from Aegis' ongoing business operations;
risks related to the Company's strategy going forward; risks
related to the COVID-19 pandemic; and other risks inherent in the
industry in which Aegis operates.
The risks associated with the COVID-19 pandemic include: the
ultimate extent, duration and severity of the pandemic itself and
the associated government restrictions; effects on consumer and
commercial behavior and other factors associated with or resulting
from such pandemic, including that the outbreak of the COVID-19
pandemic could result in additional cafés temporarily suspending
operations; a decrease in the willingness of guests to patronize
the Company's cafés; shortages of employees to staff the Company's
cafés; interruption of supplies from third parties upon which the
Company relies; the imposition of governmental regulations that
adversely impact the Company's business; the availability of the
Canada Emergency Commercial Rent
Assistance program; landlord willingness to consider franchisees'
requests for deferrals of rent or loan repayments and/or the
Company's requests to amend or terminate certain café leases; that
franchisees may request that the Company take certain steps to
support its franchisees (whether financially or otherwise); and
that the pandemic and the consumer, governmental and commercial
response to it could materially impact economic activity in general
and otherwise have a material adverse effect on the Company's
business, financial condition and results of operations. Such
adverse effects could be rapid and unexpected.
Failure to obtain the requisite approvals or the failure of
the parties to otherwise satisfy the conditions to or complete the
Transaction, may result in the Transaction not being completed on
the proposed terms, or at all. In addition, if the Transaction is
not completed, and Aegis continues in its current form, the
announcement of the Transaction and the dedication of substantial
resources of Aegis to the completion of the Transaction could have
a material adverse impact on Aegis' share price, its current
business relationships (including with future and prospective
employees, customers and partners) and on the current and future
operations, financial condition and prospects of Aegis. 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 Aegis'
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 Aegis 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. Aegis cautions readers not to place undue reliance on
these statements.
SOURCE Aegis Brands Inc.