Ittella International (the “Company”), a plant-based food company
with a broad portfolio of innovative products available both in
private label and the Company’s “Tattooed Chef” brand, and Forum
Merger II Corporation (Nasdaq: FMCI) (“Forum”), a special purpose
acquisition company, today announced a definitive agreement (the
“Business Combination Agreement”) to combine the Company and Forum
as Tattooed Chef, Inc. (“Tattooed Chef”). This transaction will
introduce Tattooed Chef as a Nasdaq-listed public company, with an
anticipated initial enterprise value of approximately $482 million,
2.2x Tattooed Chef’s estimated 2021 revenue of $222 million, or
15.6x Tattooed Chef’s estimated 2021 Adjusted EBITDA of $30.8
million.
Tattooed Chef Investment
Highlights
- High growth and innovative
plant-based food company with an established brand as well as a
private label presence, serving leading national retailers, with
significant growth opportunities through expanded distribution to
new and existing customers
- Large addressable market in the $55
billion U.S. frozen food category where plant-based products are
rapidly expanding share
- Strong product positioning aligned
with major consumer trends
- Diverse portfolio of plant-based
products with a proven innovation track record of creating great
tasting, unique flavor profiles that allow consumers to connect
with a plant-based lifestyle
- Passionate management team with
deep food industry expertise
- Compelling financial profile
- Projected $148 million and $222
million in revenue and $17 million and $31 million in Adjusted
EBITDA in 2020 and 2021, respectively
- Projected 2018-2021 revenue compounded annual growth rate of
67%
- Anticipated initial enterprise value of approximately $482
million implying a 2.2x and 15.6x multiple of projected 2021
revenue and Adjusted EBITDA, respectively
“After a thorough search, we are pleased to have
signed a definitive agreement to bring Tattooed Chef public,” said
David Boris, Co-CEO and CFO of Forum. “The company has an exciting
plant-based product portfolio, a compelling financial profile, and
a long runway for growth. We look forward to working with the team
at Tattooed Chef to further capitalize on these attractive growth
prospects.”
“I am incredibly proud of what my team and I
have accomplished to date. Today marks the next exciting chapter in
our Company history as we become a public company,” said Sam
Galletti, President and CEO of the Company. “Looking ahead, we
believe we are in the early stages of Tattooed Chef’s growth, and
will continue to build brand awareness, expand distribution with
new and existing customers, launch innovative products, and invest
in our infrastructure in order to capitalize on the global
plant-powered food market.”
Tattooed Chef will be led by Sam Galletti,
President and CEO, Stephanie Dieckmann, COO and CFO, and Sarah
Galletti, the creator of Tattooed Chef and Creative Director. The
Company intends to split the roles of CFO and COO and has initiated
a search for a new CFO. Stephanie Dieckmann will continue to serve
both roles until a new CFO has been appointed.
Key Transaction Terms and
Conditions
In connection with the transaction, the
Company’s current shareholders are retaining 80% of their equity,
which will convert into 60% of the outstanding shares of the
combined company at closing, assuming no redemptions by Forum’s
public stockholders. After giving effect to any redemptions by the
public stockholders of Forum, the balance of the approximately $200
million in cash held in Forum's trust account will be used to pay
cash consideration to the Company’s shareholders and transaction
expenses, with the remainder staying on the balance sheet to fund
the combined company’s growth and for general corporate purposes.
The Company’s current shareholders will have the potential to
receive an earnout, payable in the form of Tattooed Chef common
stock, if certain Tattooed Chef stock price targets are met, as set
forth in the definitive agreement.
The transaction has been unanimously approved by
the boards of directors of both the Company’s parent and Forum.
Completion of the transaction is subject to approval by Forum’s
stockholders and certain other closing conditions specified in the
Business Combination Agreement. The transaction is expected to
close in the third quarter of 2020.
Additional information about the business
combination is provided in an investor presentation that will be
filed with the Securities and Exchange Commission as an exhibit to
a Current Report on Form 8-K and available at the website of the
Securities and Exchange Commission (“SEC”) at www.sec.gov.
Harrison Co. acted as financial advisor to
Ittella International. Rutan & Tucker, LLP served as legal
counsel to Ittella International.
Jefferies LLC served as lead financial advisor
and capital markets advisor to Forum. EarlyBirdCapital, Inc. served
as financial advisor to Forum. Winston & Strawn LLP
served as legal counsel to Forum.
Conference Call Information
Forum and Tattooed Chef management will host a
conference call to discuss the transaction today at 8:00 a.m. EDT.
Investors interested in participating in the live call can dial
877-407-3982 from the U.S. and 201-493-6780 internationally with
conference code 13705349. A telephone replay will be available
approximately two hours after the call concludes through Friday,
June 26, 2020, by dialing 844-512-2921 from the U.S., or
412-317-6671 from international locations, and entering
confirmation code 13705349.
About Tattooed Chef
Tattooed Chef is a leading plant-based food
company offering a broad portfolio of innovative plant-based food
products that taste great and are sustainably sourced. Tattooed
Chef’s signature products include ready-to-cook bowls, zucchini
spirals, riced cauliflower, acai and smoothie bowls, and
cauliflower pizza crusts, which are available in the frozen food
sections of leading national retail food stores across the United
States. Understanding consumer lifestyle and food trends, and a
commitment to innovation allows Tattooed Chef to continuously
introduce highly successful new products. Tattooed Chef provides
great-tasting, approachable and innovative products not only to the
growing group of consumers who seek to adopt a plant-based
lifestyle, but to any of the “People Who Give a Crop”. For
more information, please visit www.tattooedchef.com
About Ittella International
Ittella International is a plant-based food
company with operations in the United States and Italy with a broad
portfolio of innovative products available both in private label
and under the Company’s “Tattooed Chef” brand. Following completion
of the transaction, Ittella International will be renamed Tattooed
Chef, Inc.
About Forum Merger II Corporation
Forum Merger II Corporation is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, please visit www.forummerger.com.
Additional Information and Where to Find
It
Forum intends to file with the SEC preliminary
and definitive proxy statements in connection with the proposed
business combination and other matters and will mail a definitive
proxy statement to its stockholders as of the record date
established for voting on the proposed business combination.
Forum’s stockholders and other interested persons are advised to
read, once available, the preliminary proxy statement and any
amendments thereto and, once available, the definitive proxy
statement, in connection with Forum’s solicitation of proxies for
its special meeting of stockholders to be held to approve, among
other things, the proposed business combination, because these
documents will contain important information about Forum, the
Company and the proposed business combination. Forum’s stockholders
may also obtain a copy of the preliminary or definitive proxy
statement, once available, as well as other documents filed with
the SEC by Forum, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to: Forum Merger II
Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach,
FL 33445. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Forward-Looking Statements
Certain statements made in this release are
“forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Forum’s or the Company's
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include: the inability to complete the transactions
contemplated by the Business Combination Agreement due to the
failure to obtain approval of the stockholders of Forum or satisfy
other conditions to the closing of the proposed business
combination; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal
proceedings that may be instituted against the Company or Forum
following announcement of the proposed business combination and
related transactions; the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, the amount of funds available in
Forum’s trust account following any redemptions by Forum’s public
stockholders, competition and the ability of the combined business
to grow and manage growth profitably; the ability to meet Nasdaq’s
listing requirements following the consummation of the transactions
contemplated by the proposed business combination; costs related to
the proposed business combination; and other risks and
uncertainties indicated from time to time in the proxy statement to
be filed by Forum with the SEC in connection with the proposed
business combination, including those under “Risk Factors” therein,
and other factors identified in Forum’s prior and future filings
with the SEC, available at www.sec.gov. Some of these risks and
uncertainties may be amplified by the COVID-19 outbreak. None of
Forum or the Company undertakes any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Participants in the Solicitation
Forum and its directors and executive officers
may be considered participants in the solicitation of proxies with
respect to the business combination. Information about the
directors and executive officers of Forum and a description of
their interests in Forum are set forth in its definitive proxy
statement in connection with its special meeting of stockholders to
approve an extension of time in which Forum must complete an
initial business combination or liquidate its trust account, which
was filed with the SEC on May 26, 2020, and will also be contained
in the preliminary proxy statement and definitive proxy statement,
when they are filed with the SEC, in connection with the proposed
business combination. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
This press release does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction. This
press release also does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Non-GAAP Financial Measure and Related
Information
This press release includes references to
projected adjusted EBITDA, a financial measure that is not prepared
in accordance with U.S. generally accepted accounting principles
("GAAP"). Adjusted EBITDA is defined as net income (loss), before
interest expense, income tax benefit (expense), depreciation and
amortization expense, and adjusted to reflect certain non-recurring
expenses or those expenses not expected to survive the closing, as
further described in the investor presentation filed as an exhibit
to the Current Report on Form 8-K filed by Forum with the SEC
today. The Company’s management believes that this non-GAAP,
unaudited measure of financial results provides useful information
to management and investors regarding certain financial and
business trends relating to the Company’s financial condition and
results of operations and you should not rely on any single
financial measure to evaluate the Company’s
business.
Contact Investor Relations (212) 739-7860
investors@forummerger.com
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