Jamba Juice shareholders approve merger with SVI
Jamba Juice is the category-defining leader in freshly blended-to-order fruit smoothies, juices, and good-for-you snacks.
23/03/06 Jamba Juice and SVI and Services Acquisition Corp. International ("SVI") have announced that Jamba Juice's shareholders approved the announced merger with SVI. Jamba Juice's Board of Directors had previously approved the merger and recommended that Jamba Juice's shareholders vote in favor of the proposal. No further approval by Jamba Juice shareholders is required. As a result, Jamba Juice has now satisfied one of the conditions to closing.
On March 13, 2006, Jamba Juice Company and SVI 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, transaction expenses and amounts escrowed for indemnity claims.
On March 10, 2006, and March 15, 2006, SVI entered into Securities Purchase Agreements and Registration Rights Agreements, with prospective investors (including certain current Jamba Juice shareholders and board members) that collectively provide for the issuance, simultaneously with the closing of the merger, of approximately 30.9 million shares of SVI common stock, at a per share purchase price of $7.50, resulting in aggregate gross proceeds to SVI of approximately $231.6 million, which funds will be used with the approximately $127 million of cash currently held in trust by SVI to fund the merger consideration and provide additional working and expansion capital.
The closings of the merger and SVI financing are subject to customary closing conditions, including approval of the merger agreement by the stockholders of 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.
Jamba Juice is the category-defining leader in freshly blended-to-order fruit smoothies, juices, and good-for-you snacks. Founded in 1990 in California, today Jamba Juice has more than 533 company and franchised stores in 26 states nationwide with 7,500 employees.
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.
