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Fort Capital Advises Freshii Special Committee

Transaction Details

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Fort Capital Partners is pleased to announce that Freshii Inc. (TSX:FRII) (“Freshii”) has entered into an arrangement agreement with Foodtastic Inc. (“Foodtastic”), a leading franchisor of restaurant brands in Canada.

Under the arrangement agreement, Foodtastic will acquire all of the issued and outstanding shares of Freshii for $2.30 per share in cash, representing total consideration of approximately $74.4 million on a fully diluted basis. The consideration represents a 148% premium to the 20-day volume-weighted average price per share for the period ending on December 16, 2022, and a 142% premium to the closing price on December 16, 2022.

Since 2005, Freshii has established a healthy food focused franchised restaurant concept which currently operates 343 locations in North America and internationally. All but one of Freshii’s stores are franchised. In recent years, the Company has further expanded their omni-channel footprint in the adjacent health and wellness business lines, including in consumer-packaged goods, nutritional supplements, and ecommerce retail, following the acquisition of a majority interest in a leading Canadian online health and wellness product retailer, Natura Market. Freshii’s consumer-packaged goods retail partners include, among others, Walmart Canada, Shell Gas and Convenience Stations, ONroute, and Air Canada.

Daniel Haroun, Chief Executive Officer of Freshii stated: “This all-cash transaction delivers immediate and certain liquidity to Freshii’s shareholders at a price that represents a significant premium to the market price of Freshii’s shares.”

“We believe it represents a compelling opportunity for Freshii’s shareholders,” said Stephen Smith, Chair of the Special Committee of independent directors of Freshii that oversaw the consideration and negotiation of the transaction. “We believe that this transaction recognizes the tremendous value of the Freshii brand. For almost 20 years, our incredibly passionate franchisees and other business partners and team members have been delivering on the mission of making healthy food accessible and building a leading Canadian health food brand. We believe that Freshii’s brand, franchise network and talent will benefit from Foodtastic’s greater scale – in particular, we believe that this combination will improve Freshii’s potential for growth, enhance franchisee profitability, and generate additional opportunities for our CPG business.”

Fort Capital Partners provided an independent fairness opinion to the Special Committee of Freshii.