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OR FOR DISSEMINATION IN THE UNITED
ON, Nov. 17, 2022 /CNW/ - Aegis Brands Inc.
("Aegis" or the "Company") (TSX: AEG) is pleased to
announce the closing today of the previously announced acquisition
of St. Louis Bar and Grill for total consideration of $50.0 million (the "Purchase Price"). The
Company, acting through a wholly-owned subsidiary, SLF Operations
Limited Partnership, has acquired substantially all of the assets
and intellectual property of the "St. Louis
Bar & Grill"® brand and trademark.
"We couldn't be happier to welcome the St. Louis brand, their
people and franchisees into the Aegis family. St. Louis has big plans for growth and the
people to make it happen. I am looking very forward to leading this
management team that has been responsible for the success of
St. Louis to date," said
Steven Pelton, President and CEO of
Aegis Brands. "Our job at Aegis is to support the team as they
execute their growth plans, which includes launching the fast
casual version of St. Louis called
"Good to Go by St. Louis" and a
foray into the grocery channel with its famous wings and sauces.
Aegis will provide resources, expertise and guidance to broaden the
St. Louis brand experience across Canada," continued Pelton.
To support the acquisition and Aegis' future growth, the Company
has raised $58.4 million through a
combination of debt and equity, including $30.0 million from the Company's existing senior
facility with CWB Franchise Finance (the "Senior Facility")
and the balance financed through the previously announced "best
efforts" private placement offering of subscription receipts for
common shares ("Common Shares") and subscription receipts
for convertible debentures ("Convertible Debentures") for
gross aggregate proceeds of $28.4
million with Echelon Capital Markets acting as co-lead agent
and sole bookrunner, and Canaccord Genuity Corp. acting as co-lead
agent (the "Offering"). The details of the Senior Facility
and the Offering were outlined in the Company's news release on
September 29, 2022 filed under the
Company's issuer profile at www.sedar.com.
The Offering was approved at a special meeting of shareholders
of the Company held earlier today, November
17, 2022. The Offering required approval of shareholders
holding greater than 50% of the Common Shares represented in person
or by proxy at the Meeting, excluding the Common Shares held by
interested shareholders. Of the votes cast at the Meeting by
disinterested shareholders with respect to the Offering, a total of
8,872,294 Common Shares were voted in favour of the Offering,
representing approximately 98.74% of the disinterested shareholder
votes cast on the special resolution. The Company's full report of
voting results will be filed under the Company's issuer profile at
The holders of Common Share subscription receipts and
Convertible Debenture subscription receipts have been automatically
issued Common Shares and Convertible Debentures, respectively,
effective today in accordance with the terms of the subscription
receipt agreements governing those securities.
The Common Shares, Convertible Debentures, and the Common Shares
issuable upon conversion of the Convertible Debentures remain
subject to a statutory hold for a period of four months and one day
from the closing of the Offering on September 29, 2022 (the "Hold Period").
The Convertible Debentures will be listed for trading on the TSX
under the symbol "AEG.DB" upon the expiration of the Hold
Period, with listing expected to take effect on or about
January 30, 2023.
About Aegis Brands Inc.
Aegis currently owns and operates Bridgehead Coffee and now St.
Louis Bar and Grill. The Company's vision is to build a portfolio
of amazing brands that can grow and flourish with access to Aegis'
resources and expertise. The Company is committed to letting each
brand operate independently while providing shared expertise to
help them thrive. For more information, please visit
Forward Looking Statements
Certain information contained in this news release are not
statements of historical fact and are "forward-looking"
statements. Forward-looking statements relate to future
events or future performance and reflect management's expectations
or beliefs regarding future events and include, but are not limited
to, statements regarding the Company's expectations with respect to
the completion of the Transaction.
In certain cases, forward-looking statements can be
identified by the use of words such as "plans", "expects" or "does
not expect", "is expected", "outlook", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative of these terms or comparable terminology.
By their very nature forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
In making the forward-looking statements in this news
release, the Company has applied certain factors and assumptions
that are based on information currently available to the Company as
well as the Company's current beliefs and assumptions. These
factors as well as the risk factors detailed from time to time in
the Company's interim and annual financial statements and
management's discussion and analysis of those statements, all of
which are filed and available for review on SEDAR at www.sedar.com.
Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended, many of which are
beyond the Company's ability to control or predict. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements and all forward-looking statements in this news release
are qualified by these cautionary statements.
The forward-looking statements in this press release are made
as of the date it was issued and Aegis does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
SOURCE Aegis Brands Inc.