Fmci Definitive Agreement
In connection with the proposed transaction, Forum filed a registration form on Form S-4 containing a proxy circular/preliminary prospectus of Forum. Forum will send its shareholders a final proxy circular/prospectus and other relevant documents. As part of the transaction, the Company`s current shareholders will retain 80% of their equity, which will be converted into 60% of the outstanding shares of the Company resulting from the merger at closing, unless redemptions are made by Forum`s public shareholders. Upon the effective date of any redemption by Forum`s public shareholders, the balance of approximately $200 million in cash from Forum`s escrow account will be used to pay cash payments to the Company`s shareholders and transaction costs, with the remainder remaining on the balance sheet to fund the growth of the Combined Company and for general corporate purposes. Current shareholders of the Company have the potential to receive an earnout in the form of common shares of Tattooed Chef if certain price targets of Tattooed Chef are met, as set forth in the definitive agreement. "After extensive research, we are pleased to have signed a definitive agreement to introduce Tattooed Chef to the public," said David Boris, co-CEO and CFO of Forum. "The company has an exciting portfolio of plant-based products, a compelling financial profile and a long track for growth. We look forward to working with the Tattooed Chef team to further capitalize on these attractive growth prospects. Forum Merger Corp. II (FMCI) announced this morning the signing of a definitive business combination agreement with Ittella International, a plant-based food company with a broad portfolio of products available in both private label and the company`s Tattooed Chef brand. Itella and Forum will merge under the name Tattooed Chef, Inc. with an expected initial enterprise value of approximately $482 million, estimated 2.2 times Tattooed Chef revenue in 2021 of $222 million or Tattooed Chef`s estimated adjusted EBITDA for 2021 of $30.8 million in 2021.
Paramount, Calif. and Delray Beach, Fla., June 12, 2020 (GLOBE NEWSWIRE) -- Ittella International (the "Company"), a plant-based food company with a broad portfolio of innovative products available under both the Company`s private label and the "Tattooed Chef" brand, and Forum Merger II Corporation (Nasdaq: FMCI) ("Forum"), a special purpose acquisition company, today announced a definitive agreement (the "Business Combination Agreement") known for combining the company and forum as a tattooed chef. Inc. ("Tattooed Chef"). This transaction will introduce Tattooed Chef as a Nasdaq-listed publicly traded company with an expected initial enterprise value of approximately $482 million, or 2.2 times Tattooed Chef`s estimated 2021 revenue of $222 million, or 15.6 times Tattooed Chef`s estimated adjusted EBITDA for 2021 of $30.8 million. Upon the effective date of any redemption by Forum`s public shareholders, the balance of approximately $175 million in cash held in Forum`s escrow account, as well as the additional $144 million in private placement proceeds already promised, will be used to pay Existing ConvergeOne shareholders in cash and pay transaction fees and expenses. The remainder of the consideration payable to existing shareholders of ConvergeOne will consist of common shares of Forum. Existing ConvergeOne shareholders have the potential to receive an earnout if certain ConvergeOne adjusted EBITDA objectives are met, as set out in the definitive merger agreement.
Forum intends to file with the SEC preliminary and final proxy circulars relating to the proposed business combination and other matters and will send a final proxy circular to its shareholders as of the effective date set for the vote on the proposed business combination. Forum shareholders and other interested parties are encouraged, as soon as possible, to read the preliminary proxy circular and any amendments thereto and, if applicable, the final proxy circular relating to the solicitation of proxies by Forum for its special meeting of shareholders to be held, among other things, to approve the proposed business combination, as these documents contain important information about Forum. the proposed business and business combination. Forum shareholders may also obtain a copy of the preliminary or final proxy statement as soon as it is available, as well as other documents filed by Forum with the SEC, free of charge on the SEC`s website under www.sec.gov or by sending a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, receive. The information contained on or accessible through the websites mentioned in this press release is not incorporated by reference in this press release and is not part of it. Forum`s investors and securityholders are encouraged, where available, to read the preliminary proxy circular and its amendments, as well as the definitive proxy circular relating to obtaining proxies for Forum`s special meeting of shareholders in order to approve the proposed transaction, as the proxy circular/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction. The final proxy circular/prospectus will be sent to Forum shareholders on a registration date to be determined for voting on the proposed transaction. .