Jamba Juice Company and Services Acquisition Corp. International Announce Merger
14 March 2006 - 1:00AM
Business Wire
Jamba Juice Company, the category-defining leader in healthy
blended beverages, juices and good-for-you snacks, and Services
Acquisition Corp. International ("SVI") (AMEX:SVI) (AMEX:SVI-U)
(AMEX:SVI-WS) today announced a planned merger under which Jamba
Juice will merge with SVI. Upon consummation of the merger, SVI
will seek to change its name to Jamba, Inc. Under the terms of the
agreement, Jamba Juice shareholders will receive cash of $265
million less certain indebtedness and transaction expenses. To fund
the transaction and provide additional capital for growth and
expansion, various institutional investors have agreed to purchase
approximately 27.4 million shares of SVI common stock at $7.50 per
share in a private placement, which will be funded at the closing
of the merger. The net proceeds from this placement, estimated at
$198 million after deducting placement fees and related expenses,
will be combined with the approximately $127 million of cash
currently held in trust by SVI to fund the transaction and provide
growth capital. "With more than 15 years of history and a strong,
passionate customer base, we view this transaction as an
opportunity to expand our footprint and extend our brand into
additional markets," said Paul Clayton, President and CEO of Jamba
Juice. "Jamba Juice is much more than just a chain of smoothie
stores; it's an experience that delivers positive energy to our
customers." He continued, "The unique circumstances of this merger
have produced a very powerful partnership. Teaming with SVI offers
both short and long term benefits for Jamba Juice and its current
shareholders, including an attractive capital structure that
provides a cost-effective method of giving liquidity to our
shareholders. At the same time it provides Jamba Juice with the
capital to reach its full potential while maintaining its unique
culture. In addition, we look forward to leveraging SVI
management's experience growing premier consumer brands and its
relationships with an outstanding investor group." Steve Berrard,
Chairman of SVI, said, "When we looked at Jamba Juice, we saw a
unique lifestyle brand, with strong management, category dominance
and solid store level economics. With increased working capital and
the experience of SVI's management in rolling out concepts we are
very excited about Jamba Juice's ability to expand its current
market presence. With a long-established operating history, and an
excellent opportunity for organic growth, we believe the
opportunity for Jamba Juice is tremendous. We look forward to
partnering with management to achieve that vision." Paul Clayton
will continue in his role as CEO and President in the new company,
supported by the current Jamba Juice management team. The Board of
Directors will have representation from both entities. Jamba Juice
is headquartered in San Francisco, CA. The company opened its first
location in 1990. Today, the company has 532 locations, 323
company-owned and 209 franchised, operating in 26 states, the
District of Columbia and the Bahamas. For the 12 months ending
January 10, 2006, system wide sales were $345 million, which
included sales of $230 million from company locations. The company
has achieved a compound annual growth rate of 20% per year over the
last three fiscal years. The Jamba Juice brand's success is due to
its positive energy which is delivered by the great feeling people
experience ordering a nutritious and great tasting snack or meal
and the friendly and sincere service they receive at all of their
stores. "We want our customers leaving our stores feeling better
than when they walked in the door, and feeling good about
themselves and the choices they've made," noted Paul Clayton. Made
with 100% real fruit and fruit juices, these natural, freshly
blended-to-order healthy beverages and fruit smoothies provide
three-to-four of the daily-recommended servings of fruits and
vegetables. Each is loaded with vitamin C, vitamin A, calcium,
fiber and potassium and is available in a variety of sizes and
options to accommodate every activity level and diet objective. For
the nearest location call 1.866.4R.FRUIT or visit the web site at
www.jambajuice.com. Piper Jaffray & Co. served as financial
advisor to Jamba Juice Company in connection with the transaction
and Manatt, Phelps & Phillips, LLP provided legal advice. New
River Capital was an advisor to SVI and Mintz, Levin was SVI's
legal advisor. Broadband Capital Management LLC was the manager of
the private placement. The closings of the merger and SVI financing
are subject to customary closing conditions, including approval of
the merger agreement by the stockholders of both Jamba Juice
Company and SVI and the expiration of any waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended. In
addition, the closing is conditioned on holders of not more than
20% of the shares of SVI voting against the merger and electing to
convert their SVI shares into cash, as permitted by the SVI
certificate of incorporation. About SVI SVI is a blank check
company that was formed for the specific purpose of consummating a
business combination. SVI raised net proceeds of approximately $127
million through its initial public offering consummated in July
2005 and has dedicated its time since the offering to seeking and
evaluating business combination opportunities. The management of
SVI includes former executives from organizations such as
Blockbuster Entertainment Group, AutoNation and Boca Resorts. About
Piper Jaffray Piper Jaffray & Co. is the chief operating
subsidiary of Piper Jaffray Companies (NYSE:PJC), a focused
securities firm dedicated to delivering superior financial advice,
investment products and transaction execution within selected
sectors of the financial services marketplace. About New River
Capital New River, based in Fort Lauderdale, FL, is a private
equity firm focused on partnering with talented entrepreneurs to
help them build great companies and deliver superior value to their
customers, employees and shareholders. The firm specializes in
working with branded consumer and business service companies such
as Swisher Hygiene, Pivotal Fitness and Certilearn. About Broadband
Capital Management Broadband Capital Management LLC, based in NYC,
is a boutique investment banking firm, specializing in
public-private equity offerings, private placements in public
equities (PIPEs) and reverse mergers. Broadband Capital is a full
service broker-dealer. Forward-looking Statements This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, about SVI,
Jamba Juice and their combined business after completion of the
proposed acquisition. Forward looking statements are statements
that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of SVI's and Jamba
Juice's management, are subject to risks and uncertainties, which
could cause actual results to differ from the forward looking
statements. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the failure of SVI stockholders to approve the plan and
agreement of merger and the transactions contemplated thereby; the
number and percentage of SVI stockholders voting against the
acquisition; changing interpretations of generally accepted
accounting principles; continued compliance with government
regulations; legislation or regulatory environments, requirements
or changes adversely affecting the businesses in which Jamba Juice
is engaged; demand for the products and services that Jamba Juice
provides, general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in
SVI's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither SVI nor Jamba Juice assumes any obligation to update the
information contained in this press release. Additional Information
and Where to Find It In connection with the proposed acquisition
and financing and required stockholder approval, SVI will file with
the Securities and Exchange Commission a proxy statement which will
be mailed to the stockholders of SVI. SVI's stockholders are urged
to read the proxy statement and other relevant materials when they
become available as they will contain important information about
the acquisition of Jamba Juice and the related private placement
financing. SVI stockholders will be able to obtain a free copy of
such filings at the Securities and Exchange Commission's internet
site (http://www.sec.gov). Copies of such filings can also be
obtained, without charge, by directing a request to SVI, 401 East
Las Olas Boulevard, Suite 1140, Fort Lauderdale, Florida 33301. SVI
and its officers and directors may be deemed to have participated
in the solicitation of proxies from SVI's stockholders in favor of
the approval of the acquisition and related private placement
financing. Information concerning SVI's directors and executive
officers is set forth in the publicly filed documents of SVI.
Stockholder may obtain more detailed information regarding the
direct and indirect interests of SVI and its directors and
executive officers in the acquisition and related private placement
financing by reading the preliminary and definitive proxy
statements regarding the merger and private placement financing,
which will be filed with the SEC.
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