Jamba Juice Company, Services Acquisition Corp. International announce merger
Upon consummation of the merger, SVI will seek to change its name to Jamba, Inc.
14/03/06 Jamba Juice Company, the category-defining leader in healthy blended beverages, juices and good-for-you snacks, and Services Acquisition Corp. International ("SVI") have 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 and transaction expenses.
To fund the transaction and provide additional capital for growth and expansion, various institutional investors have agreed to purchase approximately 27.4 million shares of SVI common stock at $7.50 per share in a private placement, which will be funded at the closing of the merger. The net proceeds from this placement, estimated at $198 million after deducting placement fees and related expenses, will be combined with the approximately $127 million of cash currently held in trust by SVI to fund the transaction and provide growth capital.
Paul Clayton will continue in his role as CEO and President in the new company, supported by the current Jamba Juice management team. The Board of Directors will have representation from both entities.
Jamba Juice is headquartered in San Francisco, CA. The company opened its first location in 1990. Today, the company has 532 locations, 323 company-owned and 209 franchised, operating in 26 states, the District of Columbia and the Bahamas. For the 12 months ending January 10, 2006, system wide sales were $345 million, which included sales of $230 million from company locations. The company has achieved a compound annual growth rate of 20% per year over the last three fiscal years.
The Jamba Juice brand's success is due to its positive energy which is delivered by the great feeling people experience ordering a nutritious and great tasting snack or meal and the friendly and sincere service they receive at all of their stores.
Made with 100% real fruit and fruit juices, these natural, freshly blended-to-order healthy beverages and fruit smoothies provide three-to-four of the daily-recommended servings of fruits and vegetables. Each is loaded with vitamin C, vitamin A, calcium, fiber and potassium and is available in a variety of sizes and options to accommodate every activity level and diet objective.
Piper Jaffray & Co. served as financial advisor to Jamba Juice Company in connection with the transaction and Manatt, Phelps & Phillips, LLP provided legal advice. New River Capital was an advisor to SVI and Mintz, Levin was SVI's legal advisor. Broadband Capital Management LLC was the manager of the private placement.
The closings of the merger and SVI financing are subject to customary closing conditions, including approval of the merger agreement by the stockholders of both Jamba Juice Company and 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.
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.
Piper Jaffray & Co. is the chief operating subsidiary of Piper Jaffray Companies, a focused securities firm dedicated to delivering superior financial advice, investment products and transaction execution within selected sectors of the financial services marketplace.
New River, based in Fort Lauderdale, FL, is a private equity firm focused on partnering with talented entrepreneurs to help them build great companies and deliver superior value to their customers, employees and shareholders. The firm specializes in working with branded consumer and business service companies such as Swisher Hygiene, Pivotal Fitness and Certilearn.
Broadband Capital Management LLC, based in NYC, is a boutique investment banking firm, specializing in public-private equity offerings, private placements in public equities (PIPEs) and reverse mergers. Broadband Capital is a full service broker-dealer.
