MARKHAM, ON, Canada – Aegis Brands Inc. announced 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 www.sedar.com.
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.
