SAN FRANCISCO — Jamba Juice Company will merge Services Acquisition Corp. International ("SVI") the company said in a news release. SVI will seek to change its name to Jamba, Inc.
Under the terms of the agreement, Jamba Juice shareholders will receive $265 million less certain indebtedness and transaction expenses.
To fund the transaction and provide additional capital for growth and expansion, various institutional investors have agreed to purchase approximately 27.4 million shares of SVI common stock at $7.50 per share in a private placement, which will be funded at the closing of the merger. The net proceeds from this placement, estimated at $198 million after deducting placement fees and related expenses, will be combined with the approximately $127 million of cash currently held in trust by SVI to fund the transaction and provide growth capital.
"With more than 15 years of history and a strong, passionate customer base, we view this transaction as an opportunity to expand our footprint and extend our brand into additional markets," said Paul Clayton, President and CEO of Jamba Juice. "Jamba Juice is much more than just a chain of smoothie stores; it's an experience that delivers positive energy to our customers."
Steve Berrard, chairman of SVI, said, "When we looked at Jamba Juice, we saw a unique lifestyle brand, with strong management, category dominance and solid store level economics. With increased working capital and the experience of SVI's management in rolling out concepts we are very excited about Jamba Juice's ability to expand its current market presence. With a long-established operating history, and an excellent opportunity for organic growth, we believe the opportunity for Jamba Juice is tremendous. We look forward to partnering with management to achieve that vision."
Paul Clayton will continue in his role as CEO and President in the new company, supported by the current Jamba Juice management team. The Board of Directors will have representation from both entities.
Jamba Juice is headquartered in San Francisco, CA. The company opened its first location in 1990. Today, the company has 532 locations, 323 company-owned and 209 franchised, operating in 26 states, the District of Columbia and the Bahamas. For the 12 months ending January 10, 2006, system wide sales were $345 million, which included sales of $230 million from company locations. The company has achieved a compound annual growth rate of 20% per year over the last three fiscal years.
SVI is a blank check company that was formed for the specific purpose of consummating a business combination. SVI raised net proceeds of approximately $127 million through its initial public offering consummated in July 2005 and has dedicated its time since the offering to seeking and evaluating business combination opportunities. The management of SVI includes former executives from organizations such as Blockbuster Entertainment Group, AutoNation and Boca Resorts.
