Jamba Juice 2006 Annual Report Download - page 33

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The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences, as may be
determined from time to time by the Board of Directors.
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On March 13, 2006, the Company, Services Acquisition Corp. International (“SVI”) and JJC Acquisition Company (“JJC”), a wholly-owned California
corporate subsidiary of SVI, and Jamba Juice Company, a California corporation (“Jamba Juice”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which JJC will merge into Jamba Juice and Jamba Juice will become a wholly-owned subsidiary of SVI. Following completion of the
merger, it is anticipated that SVI will change its name to Jamba, Inc. Because SVI will have no other operating business following the merger, Jamba Juice will
effectively become a public company at the conclusion of the merger. The Board of Directors will have representation from both entities. Jamba Juice is
headquartered in San Francisco, California and as of March 7, 2006 currently had 532 locations, 323 company-owned and 209 franchised, operating in 24
states, the District of Columbia and the Bahamas.
Under the terms of the agreement, Jamba Juice shareholders will be paid an aggregate of $265,000,000, less $16,000,000 for certain existing indebtedness and
the amount of certain transaction related expenses, in cash, for all of the outstanding capital stock of Jamba Juice and the value of all shares of Jamba Juice
capital stock issuable upon exercise of all “in-the-money” vested and unvested options and warrants of Jamba Juice, subject to the option holders and warrant
holders, in certain instances, having the right to exchange their respective options and warrants into options and warrants of SVI.
To fund the transaction and provide additional capital for growth and expansion, various institutional investors have agreed to purchase 30,879,999 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 gross proceeds from this placement,
estimated at $231,600,000, will be combined with the approximately $128,174,091 of cash currently held in trust by SVI to fund the transaction and provide
growth capital.
The closings of the merger and SVI financing are subject to customary closing conditions, including approval of the merger agreement by the stockholders of
both Jamba Juice Company (which occurred on March 22, 2006) and SVI and the expiration of any waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 as amended. In addition, the closing is conditioned on holders of not more than 20% of the shares of SVI voting against the merger
and electing to convert their SVI shares into cash, as permitted by the SVI certificate of incorporation.
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