Further to the news release of Nov. 19, 2021, Eat Beyond Global Holdings Inc. has entered into a definitive arrangement agreement with Mylk Brands Inc., a B.C. corporation and sole shareholder of Fresh Start Beverage company, doing business as Banana Wave. Pursuant to the agreement, the company will acquire all of the issued and outstanding common shares of Mylk Brands by way of a court-approved plan of arrangement for total consideration of approximately $11.5-million in common shares of Eat Beyond at a deemed price of 52 cents, being today's closing price of Eat Beyond shares on the Canadian Securities Exchange.
Banana Wave is based in Boca Raton, Fla. Banana Wave's beverages are made from fibre-rich oats and real bananas. They are available in five different flavours: original, unsweetened original, mango, chocolate and strawberry. All varieties are gluten-free, soy-free and non-genetically modified with 90 calories or fewer, and contain vitamin b, potassium, fibre and protein.
Michael Aucoin, Eat Beyond's chief executive officer, commented: "We are delighted to be adding Mylk Brands and the Banana Wave brand to the roster of Eat Beyond portfolio companies. Banana Wave offers a truly unique consumer plant-based proposition combining truly great taste as well as nutrition. We believe that Banana Wave will be a pillar in the redefinition of food as the world migrates to an increasingly plant-based diet."
Steve Gelerman, Mylk's chief executive officer, stated: "We are delighted to be able to partner with the Eat Beyond team to help accelerate and unlock the true potential of Banana Wave. We have had tremendous early success and momentum in building the brand, and with the financial resources and advisory capabilities of Eat Beyond, we intend to make Banana Wave a true market leader."
Under the terms of the arrangement, the company will distribute the Eat Beyond shares pro rata to the shareholders of Mylk in accordance with their share ownership of Mylk based on the number of common shares of Mylk outstanding immediately prior to the closing of the transaction. Assuming the number of issued and outstanding Mylk shares remains unchanged until closing of the transaction, the implied deal price per Mylk share is 52 cents.
After giving effect to the transaction and assuming the number of issued and outstanding Mylk shares remains unchanged until closing of the transaction, Mylk shareholders will hold approximately 39-per-cent ownership in the pro forma company.
Further transaction details
The transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), and is subject to, among other things: the approval of Mylk shareholders at a special meeting of Mylk shareholders expected to be held in February, 2022, receipt of all applicable CSE, regulatory and court approvals, and completion of other customary closing conditions. At the Mylk special meeting, the arrangement will require approval by at least 66-2/3rds per cent of the votes cast by Mylk shareholders present in person or represented by proxy and entitled to vote at the Mylk special meeting. Approval of Eat Beyond shareholders is not required.
The transaction has been unanimously approved by the board of directors of both Eat Beyond and Mylk.
The agreement contains customary representations, warranties and covenants for transactions of this nature. Eat Beyond and Mylk will each be responsible for its own respective expenses incurred in connection with the transaction, and neither party is required to pay a fee in the event of a termination of the agreement.
About Eat Beyond Global Holdings Inc.
Eat Beyond is an investment issuer that makes it easy to invest in the future of food. Eat Beyond identifies and makes equity investments in global companies that are developing and commercializing innovative food technology, as well as plant-based and alternative food products. Led by a team of food industry experts, Eat Beyond is the first issuer of its kind in Canada, providing retail investors with the unique opportunity to participate in the growth of a broad cross-section of opportunities in the alternative food sector and access to companies that are leading the charge toward a smarter, more secure food supply.