On November 12, 2021, Sol Cuisine Ltd. (TSXV: VEG) announced that it had entered into a definitive agreement with PlantPlus Foods LLC ("PlantPlus Foods") and its wholly-owned subsidiary, PlantPlus Foods Canada Inc. (the "Purchaser"). PlantPlus Foods, a joint-venture controlled by Marfrig Global Foods S.A., is a provider of leading-edge plant-based protein products across the Americas.
Pursuant to the arrangement agreement, the Purchaser will acquire all of the outstanding common shares, common share purchase warrants, compensation options and outstanding stock options of Sol Cuisine by way of a plan of arrangement under the Business Corporations Act (Ontario). The total value of the transaction (taking into account the warrants, compensation options and options) is approximately $125.4 million.
Upon completion of the arrangement, Sol Cuisine will apply to be de-listed from the TSXV and to cease to be a reporting issuer.
Gowling WLG is acting as legal counsel to Sol Cuisine with a team led by Jason A. Saltzman and Kathleen Ritchie, and that includes Josh Rosen, Joseph McDonald and Sean Walsh (corporate/M&A), Paul Carenza (tax), Charlotte McDonald (IP), Ian MacDonald (competition), Andrew Bratt (employment), Wendy Wagner (international trade), Lewis Retik and William Bjornsson (food regulatory), Michael Watson (litigation) and Chris Oates (privacy and IT), assisted by student-at-law Jaanam Mahboobani.