Tims China Announces Additional Financing and Investor-Friendly Changes to Merger Agreement
Additional financings of up to $194.5 million from institutional investors to fully fund Tims China’s 5-year business plan
Adjustments to the Merger Agreement, including lower entry valuation of $1.4 billion
TH International Limited (“Tims China” or the “Company”) and Silver Crest Acquisition Corporation (“Silver Crest”) announced today several important developments in support of their previously announced business combination and future growth, including additional financing commitments for Tims China and material changes to the Agreement and Plan of Merger (the “Merger Agreement”).
Tims China has received commitments from institutional investors, including affiliates of Cartesian Capital Group, LLC, Restaurant Brands International (“RBI”), and Silver Crest Management LLC (“Sponsor”), to invest up to $94.5 million in a Private Investment in Public Equity (“PIPE”) to be completed in conjunction with the business combination, with a portion of the PIPE complemented by an equity support agreement from Shaolin Capital Management, LLC;
Tims China has executed a letter of intent for a $100 million committed share facility (“CSF”) with a global financial services firm (“Investor”). The facility will be governed by an Ordinary Share Purchase Agreement, under which the Company will have, in its discretion, the option to sell up to $100 million of its ordinary shares to Investor over a 36-month period;
Tims China and Silver Crest have amended the Merger and Sponsor Support Agreements to:
Reduce the entry valuation of Tims China from $1.688 billion to $1.400 billion;
Contribute 50% of the Sponsor’s shares and warrants to Silver Crest, thereby increasing the post-closing ownership of Silver Crest’s non-redeeming shareholders;
Deem the minimum cash requirement satisfied by the financings agreed to date; and
Extend the Termination Date of the Merger Agreement to June 30, 2022, in order to permit ample time for the SEC to complete its review of the proposed combination.
All of these agreements are subject to certain terms and conditions, which are set forth in the Current Report on Form 8-K filed by Silver Crest with the United States Securities and Exchange Commission (the “SEC”) on March 9, 2022.
Peter Yu, Chairman of Tims China, commented, “These agreements, which follow the recent opening of our 410th store, mark another important milestone for Tims China. We expect that the PIPE and the CSF, combined with the convertible financing closed in December, will provide more than sufficient capital to fully fund our 5-year business plan. We are grateful for the additional investments by our existing shareholders, notably our partners at RBI. We are fortunate as well to partner with Shaolin Capital and other world-class stakeholders as we continue to build Tims China into China’s premier coffee and bake shop.”
Derek Cheung, Chief Executive Officer of Silver Crest, stated, “Tims China continues to expand its market presence in the high-growth coffee industry in China. Affiliates of Silver Crest are committing to the PIPE, underscoring our continued commitment to the success of Tims China and the merger.”
David Shear, President, International of RBI, added, “China is one of Tim Hortons’s most important international markets. We couldn’t be more pleased that Tims China is securing committed financing and access to capital to fuel its continued growth. Congratulations to all parties on these important agreements.”
Overview of the Transactions Contemplated by the Merger Agreement
THIL and Silver Crest Acquisition Corporation (“Silver Crest”), a publicly traded special purpose acquisition company, have signed a definitive agreement related to a proposed business combination that would result in THIL becoming a public company. As a result of the business combination, THIL will continue as the parent/public company and will retain the name “TH International Limited”. THIL intends to apply for listing of its ordinary shares on the NASDAQ Stock Market under the proposed symbol “THCH” to be effective at the consummation of the business combination.
Important Information and Where to Find It
This press release does not contain all the information that should be considered concerning the proposed business combination. It does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination. In connection with the proposed business combination, THIL has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”), as amended, which includes a preliminary proxy statement/prospectus with respect to the business combination. The definitive proxy statement/prospectus and other relevant documentation will be mailed to Silver Crest’s shareholders as of a record date to be established for purposes of voting on the business combination. Silver Crest’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus in connection with the solicitation of proxies for the extraordinary general meeting to be held to approve the transactions contemplated by the proposed business combination because these materials contain, or will contain, important information about THIL, Silver Crest and the proposed transactions. Shareholders will also be able to obtain a copy of the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus once available, without charge, at the SEC’s website at http://www.sec.gov or by directing a request to: Silver Crest Acquisition Corporation, Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Silver Crest, THIL and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this press release under the rules of the SEC. Information about the directors and executive officers of Silver Crest is set forth in Silver Crestʼs IPO prospectus dated January 13, 2021 and filed with the SEC on January 15, 2021. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests is set forth in the Registration Statement. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is for informational purpose only and not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of THIL or Silver Crest, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Source: TH International Limited