COOLBRANDS INTERNATIONAL INC. AND SWISHER INTERNATIONAL, INC. COMPLETE ARRANGEMENT AND MERGER TO FORM SWISHER HYGIENE INC.
November 2, 2010, 2:01 pm
TORONTO, Nov. 2 /CNW/ - Swisher Hygiene Inc. ("Swisher Hygiene") (TSX: COB, as of November 4, 2010: SWI) is pleased to announce that on November 1, 2010, CoolBrands International Inc. ("CoolBrands") was continued into the State of Delaware under the name Swisher Hygiene pursuant to a court approved statutory arrangement under the Canada Business Corporations Act (the "Arrangement"). Swisher Hygiene is also pleased to announce that on November 2, 2010, a subsidiary of the company completed the previously announced merger (the "Merger") with Swisher International, Inc. ("Swisher") pursuant to which Swisher became a wholly-owned subsidiary of Swisher Hygiene.
"We are very excited to have completed the merger and Steve and I are looking forward to returning to the public markets," said H. Wayne Huizenga, Chairman of the Board of Swisher Hygiene. "The financial flexibility provided by the merger will allow us to quickly capitalize on the significant investments we have made developing the Swisher platform for growth."
"Our target markets are very large and continue to grow, which is why we believe this merger will be beneficial to all shareholders," said Steven R. Berrard, Chief Executive Officer of Swisher Hygiene. "We have identified numerous opportunities to grow the business both organically and through acquisitions, and further develop Swisher as a major provider of warewash, laundry, cleaning chemical and facility service solutions for the foodservice, healthcare, retail and industrial sectors."
"As we say goodbye to CoolBrands, we look forward to the next chapter in our story as Swisher Hygiene," said Michael Serruya, outgoing President and CEO of CoolBrands and current Director of Swisher Hygiene. "I'm confident we found the right opportunity to create long-term value for our shareholders."
On completion of the Merger, all of the outstanding common shares of Swisher were exchanged for 57,789,630 common shares of Swisher Hygiene, of which 55,789,632 are subject to lock-up agreements whereby such shares cannot be sold or transferred for the period ending upon the earlier of (i) the public release of Swisher Hygiene's earnings for fiscal year 2011, or (ii) March 31, 2012 (subject to certain exceptions). As a result of the Merger, former CoolBrands shareholders hold approximately 52% of the shares of Swisher Hygiene, while former shareholders of Swisher hold approximately 48% of Swisher Hygiene, on a fully diluted basis.
In connection with the Arrangement and the Merger, the company has appointed BDO USA, LLP to replace PricewaterhouseCoopers LLP as auditor of Swisher Hygiene.
With the completion of the Merger, the Swisher Hygiene Board of Directors consists of the following eight members: H. Wayne Huizenga as Chairman of the Board; Steven Berrard - CEO of Swisher Hygiene; Senator David Braley - Owner and President of Orlick Industries; Governor John Ellis (Jeb) Bush - President of Jeb Bush and Associates and former Governor of Florida; James E. O'Connor - Chairman and CEO of Republic Services, Inc.; David Prussky - Vice President of Patica Securities and former Director of CoolBrands; Ramon A. Rodriguez - former President and CEO of certified public accountancy firm Madsen, Sapp, Mena, Rodriguez & Co., P.A.; and Michael Serruya - outgoing President and CEO of CoolBrands.
For further details regarding the Arrangement and the Merger, including a copy of the Plan of Arrangement, please refer to the management information circular dated September 24, 2010 which is available on Swisher Hygiene's SEDAR profile at www.sedar.com. |
