Foodtastic Inc signed a letter of intent to acquire Freshii Inc on November 21, 2022, Foodtastic Inc. entered into an arrangement agreement to acquire Freshii Inc. (TSX:FRII) from a group of shareholders for CAD 74.4 million on December 18, 2022. Pursuant to the agreement, Foodtastic will acquire all of the issued and outstanding shares of Freshii for CAD 2.30 per share in cash, representing total consideration of approximately CAD 74.4 million on a fully diluted basis. All shareholders will be entitled to receive the same per-share consideration under the arrangement, regardless of class. The vesting of all outstanding but unvested restricted share units and performance share units will be accelerated, and these share units, together with the outstanding DSUs, will be acquired under the arrangement at the same price per share. The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). The Freshii franchisees will join the Foodtastic family. The arrangement agreement includes certain non-solicitation covenants applicable to Freshii, subject to certain ?fiduciary out? rights. Freshii has agreed to pay Foodtastic a termination fee of approximately CAD 2.6 million in the event that the arrangement agreement is terminated in certain circumstances.

The transaction is subject to the approval of at least two-thirds of the votes cast by holders of all Freshii shares present in person or represented by proxy at the special meeting of Freshii shareholders to be called to consider the arrangement, voting together as a single class, court approvals and certain other customary closing conditions. Completion of the transaction is not subject to a financing condition. The Special Committee of independent directors of Freshii that oversaw the consideration and negotiation of the transaction. The Board of Freshii, on the unanimous recommendation of the Special Committee, unanimously determined that the arrangement is fair to Freshii shareholders and is in the best interests of Freshii, and resolved to recommend that Freshii shareholders vote in favour of the arrangement. Matthew Corrin, Freshii?s founder and Executive Chair, who holds approximately 69.4% of the votes attaching to all issued and outstanding Freshii shares, together with each of Freshii?s other directors and officers, have entered into voting support agreements pursuant to which they have each agreed, among other things, to vote all Freshii shares owned or controlled by them in favour of the arrangement at the special meeting. Freshii expects to call and hold a special meeting of shareholders late in the first quarter of 2023. As per the filling on February 8, 2023, shareholders of Freshii approved the transaction. Freshii obtained final order of the Court Approving Arrangement with Foodtastic. All of the conditions to the completion of the Arrangement have now been satisfied or waived, excluding any conditions that, by their terms, cannot be satisfied or waived until the effective date of the Arrangement. The arrangement is expected to close before the end of first quarter of 2023. The transaction is expected to close on or before February 28, 2023. Completion of the Arrangement is expected to occur on or about February 22, 2023

CIBC Capital Markets acted as financial advisor and provided fairness opinion to the Special Committee and Board of Freshii. Fort Capital Partners provided a fixed-fee fairness opinion to the Special Committee of Freshii. Osler, Hoskin & Harcourt LLP acted as legal advisor to the Special Committee and Freshii. Fasken Martineau DuMoulin LLP acted as legal advisor to Foodtastic. TSX Trust Company acted as depositary to Freshii Inc. Marie Emmanuelle Vaillancourt, Jesse Boretsky and Zachary Kling of Davies Ward Phillips & Vineberg LLP acted as tax advisor of Foodtastic Inc.

Foodtastic Inc. completed the acquisition of Freshii Inc. (TSX:FRII) from a group of shareholders on February 22, 2023. Consideration for the shares of Freshii has been paid to TSX Trust Company. As a result of the arrangement, Freshii has become a wholly-owned subsidiary of Foodtastic, and the Shares are anticipated to be delisted from the Toronto Stock Exchange on or about February 23, 2023.