MINNEAPOLIS, MN, April 20 /CNW/ - Rapid Brands Inc. (the "Company") (TSX-V: RAP) announces that it has entered into a share purchase agreement (the "Agreement") with Block Capital Partners LLC (the "Buyer"), and Roger Block, a director, Vice-Chairman and Chief Executive Officer ("CEO") of the Company to sell to the Buyer all of the issued and outstanding shares of the Company's wholly-owned operating subsidiary, Rapid Refill Corp. (the "Subsidiary") for US$1 million, subject to certain adjustments, plus the acceptance of approximately US$1 million of debt of the Subsidiary representing a total enterprise value of approximately US$2 million, (the "Transaction").
The Buyer is a limited liability company formed under the laws of the State of Minnesota and is controlled by Roger Block, a resident of the State of Minnesota. Mr. Block and members of his family own 100% of the Buyer. Mr. Block owns 1,620,000 Class A Restricted Voting Shares of the Company.
On the closing of the Transaction, Roger Block will resign from the board as Vice-Chairman and CEO of the Company. It is intended that Ronald Schmeichel, a current director of the Company, will be appointed the new CEO.
The disinterested members of the Board of Directors unanimously approved the transaction. With the continued challenges in the financing markets and the lack of available financing for prospective franchisees in the United States, the Board determined that the current growth prospects for Rapid Refill Corp. are limited and that it was in the best interests of the Company to divest the subsidiary and source a new acquisition opportunity that has the potential to deliver better returns for shareholders.
On closing, the Buyer will pay US$350,000 to the Company in cash plus an amount equal to the accounts payable of the Company other than the accounts payable arising from the costs incurred by the Company relating to this Transaction and will issue and deliver a secured promissory note in the principal amount of US$650,000 (the "Note").
The principal amount of the Note bears interest at 5% per annum, calculated quarterly and payable quarterly on the unpaid balance of the principal amount. From June 15, 2010 until June 15, 2011, quarterly payments will include interest only. Commencing on June 15, 2011, the quarterly payments will consist of principal payments plus interest on the outstanding amount of the Note. The balance of the principal amount of the Note is due and payable on June 15, 2015. The Buyer retains the right to pre-pay in whole or in part the outstanding principal amount of the Note, provided that when any pre-payment is made, the pre-payment will be applied against the quarterly instalments of the principal amount in inverse order of maturity.
The Note will be secured in favour of the Company by way of a pledge of all of the issued and outstanding shares of the Subsidiary. In addition, the Company will on closing enter into an inter-creditor agreement with Roger Block whereby an existing loan to the Company made by Roger Block in the principal amount of US$150,000, disclosed in a press release dated February 2, 2009, will be postponed and subordinated by Roger Block to the Note.
The Transaction is a "related party transaction" as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Transaction is exempt from the formal valuation requirements of Part 5 of 61-101 by virtue of the Company not being listed on a "Specified Market", as that term is defined under 61-101 as well as that the Transaction is supported by an arm's length control person. Michael Batt, a director of the Company, (i) controls 3,090,000 Class A Restricted Voting Shares (65.6% of the Class A Restricted Voting Shares and 29.8% of the total issued and outstanding common shares and Class A Restricted Voting Shares entitled to vote on the Transaction), (ii) is not an "interested party", as that term is defined in 61-101, to the Transaction, (iii) is at arm's length to Roger Block and the Buyer, and (iv) supports the Transaction. The Transaction is also exempt from the minority shareholder approval requirements of 61-101 as a result of the support of the Transaction by Michael Batt.
The Company will set and announce a date for a special shareholder meeting (the "Special Meeting") and prepare and mail to shareholders a Management Information Circular in connection with the Special Meeting.
The Subsidiary is a U.S. (Minnesota) headquartered corporation that sells franchises to operate stores and commercial sales facilities that sell both original equipment manufacturers' branded ink and toner cartridges and re-processed ink and toner cartridges under the "Rapid Refill" brand to consumers and businesses, as well as related services. The Subsidiary carries on the operating business of the Company.
The Transaction is expected to close on or about June 17, 2010. The Transaction is subject to the approval and the acceptance of the TSX-V and approval of the shareholders of the Company. In addition, the completion of the Transaction is subject to the satisfaction or waiver on or before the closing of customary closing conditions.
The Company intends to remain a reporting issuer and to maintain its listing (although under TSX Venture Exchange ("TSX-V") rules the Company may be required to trade on the NEX) after the close of the Transaction and will evaluate all options available to it at that time.
The Transaction cannot close until the required shareholder approval is obtained at the Special Meeting. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction and the Special Meeting, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Rapid Brands Inc. should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution you not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from those expressed in such forward-looking statements. These statements are not a guarantee of future performance and are subject to risks and uncertainties that could cause actual results to differ materially including management of market, liquidity and funding and operational risks, the effects of competition in the markets in which we operate, the timing and technological advancement of new products introduced by us or by our competitors, timely development of new products and services, the impact of changes in laws and enforcement thereof, the strength of the US economy, our ability to maintain operating service levels, our ability to manage technology costs and other variable operating expenses and other factors set forth in reports and other documents filed with the relevant Canadian securities regulatory authorities from time to time including our quarterly and annual management discussion and analysis and annual information form. We caution that the foregoing list of factors that may affect future results is not exhaustive.
In addition, we have made assumptions in the preparation of this release including that the operating requirements of our current business will not materially change necessitating material change to our operating expense structure. The foregoing assumptions, although considered reasonable by us at the date of this release, could prove to be inaccurate and consequently our actual results could differ materially from expectations set out herein. This assumption covers significant areas, but is not comprehensive in scope. Please see previously issued documents to provide additional information and details as well as other potential risks.
About Rapid Brands: Chanhassen, Minnesota-based Rapid Brands, Inc., through its wholly owned subsidiary Rapid Refill Corp., is a retail franchise in the ink and toner industry. The shares of Rapid Brands Inc. trade on the TSX Venture Exchange under the stock symbol RAP. For more information, visit http://www.rapidrefill.com.
SOURCE RAP Acquisition Corp.
For further information: For further information: Ronald D. Schmeichel, Director, Rapid Brands Inc., Tel: (416) 972-6294; Email: email@example.com