April 29, 2020 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) today announced it has entered into a Letter of Offer with Business Development Bank of Canada (“BDC”) to provide financing (“BDC Financing”) for the previously announced acquisition of Shepherd Thermoforming & Packaging Inc. (“Shepherd”).
Concurrent with the BDC Letter of Offer, good natured® also announced execution of an amending agreement (the “Amending Agreement”) with the shareholders of Shepherd (the “Vendor”) amending some of the provisions of the previously disclosed Share Purchase Agreement announced on March 3, 2020 (the “Share Purchase Agreement”).
The key terms of the BDC Financing include the following:
- a drawdown of approximately $1.7 million USD under the Company’s existing $5 million USD M&A credit facility with BDC announced in June 2019;
- a $6 million CAD mortgage to support the acquisition of the real estate at Shepherd; and
- a conversion of $1 million CAD of the Company’s existing long term credit facility into common shares in good natured® at a price per share of $0.15 (the “Debt for Shares Transaction”), and issuance of loan bonus shares (described in more detail below).
The Amending Agreement locks in the effective date for transfer of the economics relating to the Share Purchase Agreement at April 30, 2020, provides for increasing the Vendor financing component from $1 million to $1.35 million CAD, extends the outside date for closing from April 30, 2020 to May 31, 2020 and allows for the $6 million CAD in BDC mortgage financing.
The parties remain focused on closing the acquisition of Shepherd as soon as possible during May. The Amending Agreement provides that cash and working capital adjustments will be calculated at a month-end cutoff as of the end of April, even if the actual closing slips into May, which in effect transfers the benefit and risk of the Shepherd business to good natured® as of and from May 1, 2020.
The $6 million CAD mortgage was obtained at an interest rate of 6.8% and an amortization period of 25 years, with payments commencing in October 2020. In addition, as an incentive to BDC to provide the financing described above, good natured® has agreed to issue 3,000,000 common shares as a loan bonus to BDC at the closing of the Shepherd acquisition, subject to TSX-V approval.
“I would like to recognize BDC and their commitment to supporting the growth of good natured® and sustainable businesses overall in Canada. Their ongoing support has made our success possible,” said Paul Antoniadis, CEO of good natured®. “Our history of working together with the Shepherd family made it possible for us to come to swift agreement on these amended terms, which benefit both parties and allow us to close on this important acquisition for all good natured® stakeholders.”
“We continue to be very excited about our partnership with good natured®, which gives us all the opportunity to build on the legacy of our business that was started by our father, Barry Shepherd, in 1984,” said Todd Shepherd, President of Shepherd Thermoforming & Packaging Inc. “Our customers are increasingly requesting plant-based alternatives, so joining with good natured®, as we have on several projects over the past four to five years, will accelerate our ability to meet this growing demand.”
The closing of the transaction is expected to be April 30, 2020 or soon thereafter in early May 2020 with an effective date of April 30, 2020. Closing of the transaction (including the Debt for Shares Transaction) remains subject to approval of the TSX Venture Exchange and other customary closing conditions related to the BDC Financing.
The Amending Agreement and Letter of Offer will be made available on the Company’s SEDAR profile at www.sedar.com.
The Company concurrently announced that it has granted share-based incentive compensation to directors and officers of the Company. Pursuant to the Company’s Omnibus Equity Incentive Compensation Plan it has granted (i) stock options exercisable for up to 1,033,389 common shares in the Company (“Company Shares”), (ii) 1,050,000 restricted share units (“RSUs”) vesting over a period of 3 years from the date of grant; and (iii) 1,525,000 RSUs vesting over a period of 2 years from the date of grant. The stock options are exercisable at $0.15 per Company Share, with a 4-year vesting term to be vested 1/48 per month over a 48 month period. Each RSU will entitle the holder to receive either one Company Share from treasury, the cash equivalent of one Company Share or a combination of cash and Company Shares, as the Board may determine in its sole discretion on settlement. The RSUs will vest over a period of 2 or 3 years as applicable, and on or following each annual vesting date the vested portion of the RSUs will be settled.
About good natured Products Inc.
good natured® is producing and distributing one of North America’s widest assortments of better everyday products® made with renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern potentially harmful to human health and the environment.
By combining cutting-edge renewable material technology and the latest sustainable design features, good natured® creates eco-friendly home and business products, food packaging, restaurant/take-out containers and other industrial supplies designed to do good for the planet, good for human health and good for business by driving incremental sales, minimizing waste and improving logistics, all bundled up in a fresh and friendly brand.
For more information: goodnatured.ca
About Shepherd Thermoforming and Packaging Inc.
Shepherd Thermoforming is a family owned-and-operated business that has become a placeholder in the North American plastics industry since its inception in 1984. With a commitment to customer satisfaction, Shepherd has grown to become an all-in-one solution for custom thermoforming and vacuum forming needs.
Shepherd’s 42,000 square foot facility is home to industry leading sales, engineering and production teams. With a commitment to offer complete solutions for all clients, Shepherd applied for and attained SQF (Safe Quality Food) certification to go along with its fully integrated ISO 9001:2015 certificate. This means that Shepherd has the ability to produce custom, food safe clamshells, blister packs and other forms of thermoformed and vacuum formed packages to suit each customer’s specific needs.
On behalf of the Company:
Paul Antoniadis – Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Information in this news release regarding the expected closing of the Share Purchase, the availability of BDC or other financing for the Share Purchase, redemption of convertible debentures and the payment of the earn-out payment constitutes forward-looking information within the meaning of securities laws. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the risk that the closing conditions for completion of the Share Purchase are not satisfied, including due to lack of financing.
When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Other than as required under securities laws, we do not undertake to update this information at any particular time.
Forward-looking information contained in this news release is based on our current estimates, expectations and projections regarding, among other things, sales volume and pricing which we believe are reasonable as of the current date. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.