Cara and Second Cup Have Entered Into An Agreement.TORONTO--(BUSINESS WIRE)--March 29, 1996--CARA OPERATIONS LTD LTD 1 Laron-type dwarfism 2 Leukotriene D 3 Long-term depression, see there 4. Long-term disability . (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , ME: CAO CAO Cao Cao or Ts'ao Ts'ao (born AD 155, Boxian, China—died 220, Luoyang) Chinese general who, at the end of the Han dynasty, assumed imperial prerogatives. .A) ("Cara") and The Second Cup Ltd. ("Second Cup") announced today that Cara and Second Cup Limited ("Second Cup") have entered into an agreement whereby Cara will open a minimum of 150 Second Cup outlets over the next five years, including 50 by June 1997 and acquire an aggregate of 5,000,000 voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of Second Cup, making Cara the largest shareholder of Second Cup. Gabriel (Gabe) Tsampalieros, President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Cara Operations Cara Operations Limited is a Canadian company that provides catering services to airlines and operates several restaurant and coffee shop chains including: Harvey's, Swiss Chalet, Kelsey's , Milestones and Montana's. The company is based across from Lester B. comments, "This is an outstanding strategic business opportunity and investment for Cara, and is consistent with our stated objective to search out investment opportunities in nationally recognized brands that have merit in their own right, and ideally, also present significant synergistic opportunities with Cara's core businesses in the food service industry. The Second Cup brand will substantially enhance our portfolio by offering our guests the finest coffee in Canada. We are very impressed with the Second Cup, its stable of well positioned brands, their operations and especially the energetic management team which will remain independent. We have great confidence in Second Cup managements' ability to continue to build an outstanding, fast growing company". Michael Bregman, Chairman and Chief Executive Officer of Second Cup notes, "This strategic alliance with Cara is expected to result in accelerated growth for the Second Cup brand especially in the types of locations including airports, universities, and hospitals where we do particularly well. "These transactions will enable Second Cup to significantly advance its growth objectives and create additional value for our shareholders. The combination of Cara's available locations, expertise and capital will prove very beneficial. Cara will have two representatives on our board". The transaction contemplates that Cara will make an offer to the shareholders of Second Cup to purchase up to 1,500,000 of the outstanding voting shares by way of a partial bid to existing shareholders, pro-rata, at a price of $12.00 per share payable in cash. Michael and Louis Bregman, Second Cup's most significant shareholders have agreed to tender 847,000 shares into the offer. Cara will also subscribe for, at a price of $11.50 per share, the number of shares from treasury as equals the difference between the aggregate number of shares deposited under the offer and 5,000,000 shares. Assuming all conditions to the transaction are satisfied and 1,500,000 shares are tendered into the bid, Cara will own 37 percent of the outstanding shares of Second Cup, while Michael and Louis Bregman will own approximately 24 percent. The total cost of the acquisition to Cara will be approximately $58 million. Cara will enter into a standstill agreement Standstill agreement Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm. standstill agreement limiting its ownership to no more than 38 percent for a period of 5 years. The transaction is conditional upon, among other things, the approval of the treasury issuance by the shareholders of Second Cup and by The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. , and the receipt of any other required approvals of regulatory authorities. A proxy circular containing details of the transaction is expected to be mailed to Second Cup shareholders on or about April 10, 1996. The record date for the shareholders meeting will be April 8, 1996 and the meeting is expected to be held on May 13, 1996. A takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares circular containing the details of the offer by Cara is expected to be mailed to all registered shareholders of Second Cup on or about April 10, 1996. The offer is expected to expire on May 13, 1996, unless extended. Second Cup is the leading speciality coffee retailer in Canada with 242 operating locations, and combined with its US operating subsidiary, Gloria Jean's Gourmet Coffee and Coffee Plantation, is the second largest operator of stores in North America dedicated to the sale of specialty coffee and related products, with an aggregate of 552 locations. Second Cup trades on the Toronto Stock Exchange under the symbol SKL SKL Conservative Peasants Party (Poland) SKL State Key Laboratory SKL Simple Key Loader SKL Svenska Kriminaltekniska Laboratoriet (Swedish National Criminal Forensics Laboratory) . Cara is a leader in the Canadian food services food services Hospital services A 24/7 department in a hospital that provides for the nutritional needs of inpatients–eg, those needing special diets, preparing meals and transporting them to the floor and, through the cafeteria, the hospital staff and and hospitality industry. Cara's divisions include Harvey's Hamburgers, Swiss Chalet Chicken & Ribs, Airport Services, Beaver Foods Institutional Food service and Summit Food Service Distributors Inc. Cara's shares are listed on the Toronto and Montreal Stock Exchanges Montreal Stock Exchange See Bourse de Montreal, Inc. (Canadian Derivatives Exchange) under the symbols CAO (Voting) and CAO.A (Non-voting). CONTACT: Cara Operations Limited Gabe Tsampalieros, 416/969-2534 |
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