SOL CUISINE LTD. ("VEG")
BULLETIN TYPE: Plan of Arrangement-, Delist
BULLETIN DATE: January 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement between Sol Cuisine Ltd. (the "Company"), PlantPlus Foods LLC and its wholly-owned subsidiary, PlantPlus Foods Canada Inc. (the "Purchaser") dated November 11, 2021, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares, common share purchase warrants, compensation options and stock options of the Company by way of a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement").
The Exchange has been advised that the requisite approval of the Arrangement by the Company's shareholders was received at a special meeting of shareholders held on January 7, 2022, and that the Ontario Superior Court of Justice granted a final order with respect to the Arrangement on January 12, 2022. The Arrangement was completed on January 19, 2022. Under the Arrangement, each shareholder of the Company will receive, for each common share held, cash in the amount of $2.06 (the "Share Consideration "); (ii) each holder of the Company's warrants or compensation options will receive, for each warrant or compensation option, held, as applicable, cash in the amount of $0.18; and (iii) each holder of the Company's options will receive a cash payment equal to the amount (if any) by which the share consideration exceeds the exercise price of such Company's options.
Delisting:
Effective at the close of business on Monday, January 24, 2022, the shares of the Company will be delisted from the TSX Venture Exchange.
For further details, please refer to the Company's management information circular dated December 7, 2021, and news releases dated November 12, 2021, December 16, 2021, December 31, 2021, January 7, 2022 and January 19, 2022.
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