Jamba Juice 2006 Annual Report Download - page 4

for the issuance, simultaneously with the closing of the merger, of approximately 30.9 million shares of SVI common stock, at a per share purchase price of
$7.50, resulting in aggregate gross proceeds to SVI of approximately $231.6 million, which funds will be used to fund the merger consideration as well as
additional working and expansion capital.
One of the investors in the private placement, Berrard Holding Limited Partnership, of which Steven R. Berrard, a current director and the Chief
Executive Officer of SVI is the President, is investing $400,000. In addition, a family member of I. Steven Edelson, SVI’s Vice Chairman and Vice President,
has committed to investing $50,000 in the private placement financing.
In connection with the private placement financing, SVI also granted the investors certain registration rights described below. Shareholder approval
for the issuance of the shares of common stock and for the insider participation in the private placement financing is required pursuant to the rules of the
American Stock Exchange and such approval will be sought simultaneously with the shareholder approval for the merger.
Pursuant to the Registration Rights Agreements, SVI has granted the investors in the private placement certain rights to register the resale of the shares
of common stock that they will receive. Any costs associated with filing of the registration statement will be paid by SVI. In the event the financing is
completed, if SVI does not timely file the registration statement (the later of 30 days following the closing of the financing or July 7, 2006), or have it declared
effective in a timely manner (within 90 days, unless not reviewed by the Securities and Exchange Commission, of filing of the registration statement), then
SVI may be subject to a penalty (an amount equal to 0.5% of the financing amount payable in cash to the investors for every 30 days such delinquencies are
not cured). SVI may also be subject to the same penalty if the registration statement, once effective, ceases to be usable for a period of time.
Excerpts from March 22, 2006 8-K filing –
On March 22, 2006, Services Acquisition Corp. International (“SVI”) issued a press release announcing that Jamba Juice Company’s shareholders approved
the previously announced merger with SVI. Jamba Juice Company’s Board of Directors had previously approved the merger and recommended that Jamba
Juice Company’s shareholders vote in favor of the proposal. No further approval by Jamba Juice Company shareholders is required. As a result, Jamba Juice
Company has now satisfied one of the conditions to closing.
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We were incorporated in Delaware on January 6, 2005, as a blank check company formed to serve as a vehicle for the acquisition, through a merger,
capital stock exchange, asset acquisition or other similar business combination of a currently unidentified operating business. While we may seek to effect
business combinations with more than one target business, our initial business combination must be with a target whose fair market value is at least equal to
80% of our net assets at the time of such acquisition.
A registration statement for our initial public offering was declared effective on June 29, 2005. On July 6, 2005, we consummated our initial public
offering of 15,000,000 units. On July 7, 2005, we consummated the closing of an additional 2,250,000 units that were subject to the underwriters’ over-
allotment option. Each unit consists of one share of common stock and one redeemable common stock purchase warrant. Each warrant entitles the holder to
purchase from us one share of our common stock at an exercise price of $6.00 per share. Our common stock and warrants started trading separately as of
July 28, 2005.
Our net proceeds from the sale of our units were approximately 127,837,468. Of this amount, $126,720,000 was deposited in trust and the
remaining 1,117,468 was held outside of the trust. The remaining proceeds are available to be used by us to provide for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative expenses. We will use substantially all of the net proceeds of the initial public
offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. Given the experience of our management, we expect that our principal target business will be a
service business. Within this context, we expect to seek companies displaying one or more of the following characteristics:
• Recurring revenue, which is revenue that typically is generated from customers on a regular basis as a result of, among other things,
contractual obligations or due to the customers’ need of, and payment for, a particular service at regular intervals;
• Stable cash flow, which is cash flow that does not fluctuate dramatically from fiscal period to period; and
• Opportunities for organic and acquisition growth.
We believe that these characteristics provide the best platform through which to drive incremental revenue sources or extract increased profitability
from the base business. More specifically, we intend to focus on opportunities that fall into the following three sectors: business services, health care services
and consumer services/brands. As of December 31, 2005, we have not prioritized such segments and do not currently have a preference as to in which
segment we would prefer to consummate a business combination.
Business Services
These businesses enable both large and small companies to conduct their operations more efficiently or more effectively perform routine non-core
value added services for which customers typically have trouble finding qualified alternatives. We will focus on companies that have or seek to build stable