VANCOUVER, BC, Oct. 8, 2024
/CNW/ - A&W Revenue Royalties Income Fund (TSX: AW.UN) (the
"Fund") is pleased to announce that, at its special meeting
("Meeting") of unitholders held earlier today, unitholders voted
overwhelmingly in favour of the proposed strategic combination
transaction (the "Transaction") with A&W Food Services of
Canada Inc. ("A&W Food Services") that will create a leading
Canadian publicly traded growth-focused quick service restaurant
("QSR") company ("A&W Food Services NewCo").
The Transaction required the approval of at least (a) two thirds
of the votes cast by unitholders (including for this purpose
holders of limited voting units and exchangeable securities of the
Fund) present in person or represented by proxy at the Meeting, and
(b) a simple majority of the votes cast by unitholders present in
person or represented by proxy at the Meeting, excluding the votes
of A&W Food Services and any other unitholders whose votes were
required to be excluded for the purposes of "minority approval"
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Of the
votes cast at the Meeting with respect to the Transaction, 99.20%
were voted in favour of the Transaction. In addition, of the votes
cast at the Meeting with respect to the Transaction, excluding
those votes required to be excluded pursuant to MI 61-101, 98.11%
were voted in favour of the Transaction. This strong support
underscores the confidence of unitholders in the strategic vision
and future growth potential of the combined company.
At the Meeting, unitholders also voted to approve the equity
incentive plan of A&W Food Services NewCo (the "Equity
Incentive Plan") to be effective following closing of the
Transaction. The Equity Incentive Plan required the approval of a
simple majority of the votes cast by unitholders (including for
this purpose holders of limited voting units and exchangeable
securities of the Fund) present in person or represented by proxy
at the Meeting. Of the votes cast at the Meeting with respect to
the Equity Incentive Plan, 96.41% votes were voted in favour of the
Equity Incentive Plan.
A report of voting results for the Meeting will be available on
the SEDAR+ profile of the Fund at www.sedarplus.ca and on the
Fund's website at
https://awincomefund.ca/investors/special-meeting2024.
The Transaction is structured as a statutory plan of arrangement
under the Canada Business Corporations Act. The Fund and
A&W Food Services intend to seek a final order from the Ontario
Superior Court of Justice (Commercial List) to approve the plan of
arrangement on October 11, 2024 (the
"Final Order"). Completion of the Transaction remains subject to
the satisfaction or waiver of certain customary closing conditions,
including the receipt of the Final Order. Subject to the
satisfaction or waiver of all conditions to the Transaction, the
Transaction is expcted to be completed later this month.
Under the terms of the Transaction, each unitholder had the
right to elect to receive in exchange for each unit (a)
$37.00 in cash (the "Cash
Consideration"), (b) one A&W Food Services NewCo Share (the
"Share Consideration"), or (c) a combination of 32.54277% of the
Cash Consideration (being $12.040825) and 67.45723% of the Share
Consideration (being 0.6745723 of an A&W Food Services NewCo
Share). The elections of unitholders to receive Cash Consideration
or Share Consideration were subject to proration in the event that
unitholders elected, in the aggregate, to receive more or less than
$175.6 million in cash consideration, such that in all cases, a
total of 4,746,582 units will be purchased for cash at $37.00 per
unit. Based on valid elections made prior to the election deadline
on October 4, 2024, unitholders who elected Cash Consideration and
Combination Consideration will not be subject to proration and
unitholders who elected, or were deemed to elect, Share
Consideration will receive Cash Consideration in respect of
approximately 2.7% of their units and Share Consideration for the
balance as a result of proration.
About A&W Revenue Royalties Income Fund
A&W Revenue Royalties Income Fund is a limited purpose trust
established to invest in Trade Marks, which through its interest in
the A&W Trade Marks Limited Partnership (the "Partnership"),
owns the A&W trade-marks used in the A&W QSR business in
Canada. The A&W trade-marks
comprise some of the best-known brand names in the Canadian
foodservice industry. In return for licensing A&W Food Services
to use its trade-marks, Trade Marks (through the Partnership) is
entitled to royalties equal to 3% of the gross sales reported by
A&W restaurants in the Royalty Pool.
About A&W Food Services
A&W is a leading QSR and the second largest burger chain in
Canada with a 68-year history of
service excellence, menu innovation and value creation. Operating
coast-to-coast and serving over 197 million guests annually,
A&W restaurants feature famous trade-marked menu items such as
The Burger Family®, Chubby Chicken® and A&W Root Beer®.
® trademark of A&W Trade Marks Limited Partnership, used
under license.
Forward-looking Information:
Certain statements in this press release contain forward-looking
information within the meaning of applicable securities laws in
Canada. The forward-looking
information in this press release includes, but is not limited to,
expectations relating to the timing and completion of the
Transaction and statements relating to the Final Order. The words
"expects", "plans", "will", and similar expressions are often
intended to identify forward-looking information, although not all
forward-looking information contains these identifying words.
This forward-looking information is based on a number of
assumptions that, while considered reasonable as of the date such
statements are made, are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results
to be materially different from those expressed or implied by such
forward-looking information. Such assumptions include, but are not
limited to, the Fund's ability to obtain the Final Order and
consummate the Transaction on the terms, conditions and timing
currently contemplated.
Inherent in forward-looking information are risks and
uncertainties beyond the Fund's ability to predict or control that
may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. The forward-looking information in this press release
is subject to, among others, the specific risks and uncertainties
relating to the Transaction set out in the Fund's management
information circular dated August 29,
2024 (the "Circular") under "Risk Factors", in addition to
the other information contained, or incorporated by reference, in
the Circular. The Circular can be accessed under the Fund's issuer
profile on SEDAR+ at sedarplus.ca. Readers are cautioned that the
risk factors referred to above are not exhaustive and additional
risks and uncertainties, including those currently unknown or
considered immaterial to Fund may also adversely affect the
Transaction. There can be no assurance that forward-looking
information contained in this press release will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
information.
The forward-looking information contained in this press release
is based on the beliefs of the Fund's management as well as on
assumptions which such management believes to be reasonable based
on information available at the date hereof and is subject to
change after such date. All forward-looking information in this
press release is qualified in its entirety by this cautionary
statement and, except as required by law, the Fund undertakes no
obligation to revise or update any forward-looking information as a
result of new information, future events or otherwise after the
date hereof.
SOURCE A&W Revenue Royalties Income Fund