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Silver Crest (SLCR) Shareholders Approve Tim Hortons China Deal
by Marlena Haddad on 2022-08-19 at 8:45am

Silver Crest (NASDAQ:SLCR) announced in an 8-K this morning that its shareholders have approved its combination with TH International at a special meeting yesterday.

About 99% of shareholders opted to redeem shares, however, which is the highest amount since CC Neuberger II closed its combination with Getty Images (NYSE:GETY) last month. This came despite a commitment by Silver Crest’s sponsor to contribute 4,312,500 promote shares (50%) and 4,450,000 private placement warrants (50%) to a bonus pool for non-redeeming shareholders. Nonetheless, shareholders have until August 29 to reverse their redemption decisions.

Silver Crest has worked to shore up the combination since announcing about a year ago. It introduced a $94.5 million PIPE in March with commitments from affiliates of Cartesian Capital, Restaurant Brands International and Silver Crest Management. Although the PIPE was nominally priced at $10 per share, PIPE investors are to also receive 600,000 additional shares and 1,200,000 warrants with an exercise price of $11.50.

The parties had also reached an agreement with an investor, which may purchase up to $100 million in ordinary shares in Tims China in the open market during the 36 months following close at times of Tims China’s choosing. These arrangements would seem to satisfy the deal’s $175 million minimum cash condition. The deal, which was originally valued at $1.79 billion, was reduced to $1.4 billion in these March amendments.

The combined company is expected to trade on the Nasdaq under the symbol “THCH” once the deal closes.

TH International is the exclusive operator of Tom Hortons (NYSE:QSR) coffee shops in China and last month it announced an agreement to co-produce coffee products to sell in Easy Joy’s 27,800 stores with options to locate Tims coffee shops in these locations.

 

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