TSX-V Trading Symbol: FSN
April 4, 2013
FRANCHISE SERVICES OF NORTH AMERICA INC.
("FSNA" or the "Company") (
) announces the mailing of its Notice and Management Information Circular for Special Meeting of Shareholders ("Information Circular") and accompanying form of proxy with respect to a special meeting of the FSNA shareholders. The Information Circular is also available under FSNA's profile on SEDAR at
FSNA has obtained an Interim Order of the Court of Queen's Bench of
providing for, among other things, the holding of a special meeting of FSNA's shareholders to be held commencing at
April 30, 2013
at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street,
, M5L 1B9. At the meeting, FSNA's shareholders will be asked to consider, among other things, (i) the arrangement whereby FSNA will continue/domesticate into the
State of Delaware
and, concurrently, discontinue from
under the provisions of the Canada Business Corporations Act (the "Arrangement") and (ii) the merger of FSNA's wholly-owned subsidiary, Advantage Company Holdings Inc. ("Advantage"), with and into Adreca Holdings Corp. ("Adreca") whereby Adreca will be the surviving corporation and, in consideration thereof, to issue to Boketo LLC 62,212,600 preferred shares,
par value per share ("Preferred Shares") and certain rights to acquire additional Preferred Shares upon the exercise of outstanding options convertible into common shares of FSNA as consideration for the First Merger and approving the creation of a new control person of FSNA in connection therewith (the "Merger"). Subject to, among other things, approval of FSNA shareholders of the Arrangement and the Merger, it is anticipated that the completion of the Arrangement and the Merger will occur on or about
May 1, 2013
Commenting on the special meeting,
Thomas P. McDonnell, III
, the Company's Chief Executive Officer and Chairman said, "We would like to thank FSNA shareholders for their ongoing support and are excited to convene the special meeting of FSNA shareholders on
April 30, 2013
to consider the Arrangement and Merger. If approved by FSNA shareholders, we look forward to completing the Arrangement and Merger, which will be a transformational event in the history of FSNA."
In addition to the Information Circular and other documents already filed in relation to the Arrangement and Merger, certain other documents related to the Arrangement and Merger are now available under FSNA's profile on SEDAR and include: the first amendment to the Merger Agreement, the second amendment to the Merger Agreement, the Stockholders Agreement, the Registration Rights Agreement, the final form of Credit Agreement, the first amendment to the Warrant, the Hertz Sublease and the Hertz Credit Agreement, all as more specifically described in the Information Circular. Shareholders are urged to carefully read the full text of such documents.