TORONTO, Oct. 21,
2022 /CNW/ - Recipe Unlimited Corporation
("Recipe" or the "Company") (TSX: RECP) announced today that at the
Company's special meeting (the "Meeting") of its shareholders (the
"Shareholders") held earlier today, an overwhelming majority
of Shareholders voted in favour of the special resolution (the
"Arrangement Resolution") approving the previously announced
statutory plan of arrangement involving the Company and 1000297337
Ontario Inc. (the "Purchaser"), a newly-formed subsidiary of
Fairfax Financial Holdings Limited ("FFHL"), pursuant to which the
Purchaser will acquire all of the issued and outstanding multiple
voting shares ("MVS") and subordinate voting shares ("SVS", and
together with MVS, the "Shares") in the capital of the Company
(other than those Shares owned by FFHL and its affiliates
(collectively, "Fairfax") and 9,398,729 MVS owned by Cara Holdings
Limited ("CHL")) at a price of $20.73
in cash per Share, subject to the terms and conditions of the
arrangement agreement dated August 31,
2022 (the "Arrangement Agreement") between the Company, the
Purchaser and FFHL (the "Arrangement").
Approval of the Arrangement Resolution required the affirmative
vote of: (a) at least two-thirds (2/3) of the votes cast by the
holders of MVS present or represented by proxy and entitled to vote
at the Meeting; (b) at least two-thirds (2/3) of the votes cast by
the holders of SVS present or represented by proxy and entitled to
vote at the Meeting; and (c) a simple majority of the votes cast by
the holders of SVS present or represented by proxy and entitled to
vote at the Meeting, other than Fairfax and any other person
required to be excluded for the purpose of such vote under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions.
Details on the voting results at the Meeting are below:
Total MVS Voted at the
Meeting
|
34,054,824
|
Total MVS voted FOR
the Arrangement Resolution
|
34,054,824
|
Percent of MVS voted
FOR the Arrangement Resolution
|
100 %
|
Total SVS Voted at the
Meeting
|
16,452,419
|
Total SVS voted FOR
the Arrangement Resolution
|
16,438,705
|
Percent of SVS voted
FOR the Arrangement Resolution
|
99.92 %
|
Total SVS Voted at the
Meeting, other than Fairfax and any other excluded
person
|
10,794,984
|
Total SVS voted FOR
the Arrangement Resolution
|
10,781,270
|
Percent of SVS voted
FOR the Arrangement Resolution
|
99.87 %
|
A report on voting results for the Meeting will be filed under the
Company's profile on SEDAR at www.sedar.com.
Recipe anticipates returning to the Ontario Superior Court of
Justice (Commercial List) (the "Court") on October 25, 2022 to seek a final order of the
court approving the Arrangement. Completion of the Arrangement
remains subject to closing conditions as set forth in the
Arrangement Agreement, including approval of the Court. Assuming
that the conditions to closing are satisfied or waived (if
permitted), it is expected that the Arrangement will be completed
on or about October 28, 2022.
Following completion of the going private transaction, Recipe will
be de-listed from the Toronto Stock Exchange and applications will
be made for Recipe to cease to be a reporting issuer.
Forward Looking Information
This press release contains "forward-looking information" as
defined under applicable Canadian securities laws. This information
includes, but is not limited to, statements concerning our
objectives, our strategies to achieve those objectives, as well as
statements made with respect to management's beliefs, plans,
estimates, projections and intentions, and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations that are not historical facts.
Forward-looking information generally can be identified by the use
of forward-looking terminology such as "outlook", "objective",
"may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "should", "plans" or "continue", or similar expressions
suggesting future outcomes or events. Such forward-looking
information reflects management's current beliefs and is based on
information currently available to management. The forward-looking
information contained herein is expressly qualified in its entirety
by this cautionary statement.
The forward-looking statements included in this press release,
including statements regarding the Arrangement, are not guarantees
of future results and involve numerous 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 completion of the Arrangement and the anticipated timing
for completion of the Arrangement, management has provided same
based on reliance on certain assumptions it considers reasonable at
this time including that any conditions precedent to the closing of
the Arrangement can be satisfied. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release.
Risks and uncertainties related to the Arrangement include, but
are not limited to: failure of Recipe and the Purchaser to obtain
the required Court approval for, or satisfy other closing
conditions to effect, the Arrangement; the risk that the
Arrangement may involve unexpected costs, liabilities or delays;
the risk that, prior to or as a result of the completion of the
Arrangement, the business of Recipe may experience significant
disruptions, including loss of clients or employees due to
transaction related uncertainty, industry conditions or other
factors; risks relating to employee retention; the risk that legal
proceedings may be instituted against Recipe; and risks related to
the diversion of management's attention from Recipe's ongoing
business operations.
The forward-looking information contained in this press release
is made as of the date of this press release, and should not be
relied upon as representing Recipe's views as of any date
subsequent to the date of this press release. Except as required by
applicable law, Recipe management and the Board undertake no
obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
About Recipe
Founded in 1883, Recipe is Canada's largest full-service restaurant
company. The Company franchises and/or operates some of the most
recognized brands in the country including Swiss Chalet, Harvey's,
St-Hubert, The Keg, Montana's, Kelseys, East Side Mario's, New
York Fries, Bier Markt, The Landing Group of Restaurants, Original
Joe's, State & Main, Elephant & Castle, The Burger's
Priest, The Pickle Barrel, Marigolds & Onions, Blanco Cantina, Añejo, Fresh and Ultimate
Kitchens.
Recipe's iconic brands have established the organization as a
nationally recognized franchisor of choice. As of June 26, 2022, Recipe had 20 brands and 1,223
restaurants, 82% of which are operated by franchisees and joint
venture partners, operating in several countries including
Canada, USA, Saudi
Arabia, India and the UAE.
Recipe's shares trade on the Toronto Stock Exchange under the
ticker symbol RECP. More information about the Company is available
at www.recipeunlimited.com.
About FFHL
FFHL is a holding company which, through its subsidiaries, is
primarily engaged in property and casualty insurance and
reinsurance and the associated investment management.
SOURCE Recipe Unlimited Corp.