JF Investment Co., Ltd. completed the acquisition of remaining stake in Just Kitchen Holdings Corp. (TSXV:JK).
Pursuant to the terms of the agreement, upon closing the transaction, all of the continuing assets of Just Kitchen Holdings Corp will be transferred to JK Taiwan pursuant the terms and conditions of an assignment and assumption agreement to be entered into between Just Kitchen Holdings Corp and JK Taiwan. In connection with the transaction, JF Investment Co., Ltd. has also agreed to loan funds to JK Taiwan on terms and conditions to be mutually agreed between the parties to fund its operations until closing of the transaction. The completion of the transaction will be subject to approval of the holders of Common Shares and Options at a special meeting of securityholders. The transaction is also subject to the approval of the Supreme Court of British Columbia, in addition to certain regulatory approvals and closing conditions customary to a transaction of this nature. Certain directors, officers and significant shareholders (who hold in the aggregate approximately 9.7% of the issued and outstanding Common Shares on a non-diluted basis, and 40.7% of the issued and outstanding Options) have entered into Voting, Support & Election Agreements with the Purchaser, pursuant to which they have agreed, among other things, to vote their Common Shares and Options in favour of the Transaction, subject to certain exceptions, and to elect to be an Electing shareholder. The board of directors of Just Kitchen Holdings Corp. has unanimously determined that the Transaction is in the best interests of the Company and is fair to its shareholders. The determination of the Board was made upon the recommendation of a special committee of independent directors. The shareholders of Just Kitchen approved the transaction on September 1, 2023. The Company will seek a final order (the ?Final Order?) of the British Columbia Supreme Court to approve the Arrangement on September 7, 2023. Just Kitchen Holdings Corp. is pleased to announce that it has obtained a final order of the Supreme Court of British Columbia approving its previously announced plan of arrangement with JF Investment Co., Ltd. it is expected that the Arrangement will be completed in late September to early October 2023. Following completion of the Arrangement, it is expected that the Common Shares will be delisted from the TSX Venture Exchange.
Evans & Evans, Inc. provided fairness opinion to the special committee of independent directors of Just Kitchen Holdings Corp. McMillan LLP is acting as legal advisor to Just Kitchen Holdings Corp., and Sandhu ESG Law is acting as legal advisor to JF Investment Co., Ltd.
JF Investment Co., Ltd. completed the acquisition of remaining stake in Just Kitchen Holdings Corp. (TSXV:JK) on January 26, 2024. Prior to the completion of the arrangement, each Electing Shareholder provided written consent to defer receiving their respective JF Investment Shares until such time as JF Investment receives the approval of the Taiwan Ministry of Economic Affairs Investment Commission for the ownership of their purchaser Shares. Following completion of the arrangement, JF Investment has beneficial ownership and control over 100% of the issued and outstanding common shares of Just Kitchen. The directors and officers of Just Kitchen, except for Jason Chen, were removed on closing the arrangement. The common shares are expected to be de-listed from the TSXV effective as of the close of business on or about January 30, 2024.