A&W Revenue Royalties Income Fund and A&W Food Services of Canada Announce Successful Closing of Combination Transaction

VANCOUVER, BC, Oct. 17, 2024 /CNW/ - A&W Revenue Royalties Income Fund (the "Fund") and A & W Food Services of Canada Inc. ("A&W Food Services") are pleased to announce the successful closing of the strategic combination (the "Transaction") between the Fund and A&W Food Services to create a leading publicly traded growth-focused quick-service restaurant ("QSR") franchisor ("A&W Food Services NewCo"). A&W Food Services NewCo offers a compelling new investment opportunity supported by a more conventional capital structure that can be leveraged to finance growth initiatives. With this transaction complete, shareholders will have the opportunity to fully capitalize on the many catalysts driving this Canadian success story while continuing to benefit from the experience and track record of the current leadership team and attractive quarterly dividend.

"The creation of a new public QSR company marks an exciting step in our journey to unlock even greater restaurant success and bring the great taste of A&W to even more Canadians," said Susan Senecal, President and Chief Executive Officer of A&W Food Services NewCo and the Fund. "The transaction will enable us to go forward as an even stronger company, positioned for long-term growth and value."

The Transaction received overwhelming support from the Fund's unitholders at a special meeting held on October 8, 2024, and received final court approval on October 11, 2024.

As a result of the Transaction, the Fund units will be delisted from the Toronto Stock Exchange ("TSX") as of close of business today. The common shares of A&W Food Services NewCo (the "A&W Food Services NewCo Shares") will begin trading on the TSX under the symbol "AW" on October 18, 2024.

Registered unitholders of the Fund are reminded that, in order to receive the consideration under the Transaction in exchange for their units of the Fund and a distribution of $0.10520 per unit (the "Accrued Distribution"), representing the Fund's regular monthly distribution for October prorated for the number of days to closing of the Transaction, they must complete, sign and return the letter of transmittal and election form to Computershare Investor Services Inc., in its capacity as depositary under the Transaction, together with the certificate(s) or direct registration statement(s) representing their units of the Fund. Unitholders who have questions or require more information with respect to completing the letter of transmittal and election form should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at [email protected].  

Non-registered unitholders of the Fund should receive the consideration to which they are entitled under the Transaction and the Accrued Distribution directly in their brokerage accounts. Non-registered unitholders of the Fund should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the Transaction and the Accrued Distribution.

About A&W Revenue Royalties Income Fund

A&W Revenue Royalties Income Fund is a limited purpose trust established to invest in A&W Trade Marks Inc. ("Trade Marks"), which, through its interest in A&W Trademarks Holdings Inc. ("Trademarks Holdings"), owns the A&W trade-marks used in the A&W QSR business in Canada. The A&W trade-marks comprise some of the best-known brand names in the Canadian foodservice industry. In return for licensing A&W Food Services NewCo to use its trade-marks, Trade Marks (through Trademarks Holdings) is entitled to royalties equal to 3% of the gross sales reported by A&W restaurants in the Royalty Pool.

About A&W Food Services NewCo

A&W Food Services NewCo is a leading QSR and the second largest burger chain in Canada with a 68-year history of service excellence, menu innovation and value creation. Operating coast-to-coast and serving over 197 million guests annually, A&W restaurants feature famous trade-marked menu items such as The Burger Family®, Chubby Chicken® and A&W Root Beer®.

® trademark of A&W Trademarks Holdings Inc., used under license.

Forward-looking Information:

Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws in Canada. The forward-looking information in this press release includes, but is not limited to: statements relating to the delisting of the Fund units from the TSX and the listing of the A&W Food Services NewCo Shares on the TSX, and the expected benefits of the Transaction including, without limitation, expectations with respect to A&W Food Services NewCo's potential for growth and value creation. The word "will" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.

This forward-looking information is based on a number of assumptions that, while considered reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking information. Such assumptions include, but are not limited to the assumption that A&W Food Services NewCo will be successful in executing its business strategies and pursuing its growth opportunities.

Inherent in forward-looking information are risks and uncertainties beyond the Fund's and A&W Food Services NewCo's ability to predict or control that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. The forward-looking information in this press release is subject to, among others, the specific risks and uncertainties relating to the expected benefits of the Transaction set out in the Fund's management discussion and analysis for the third quarter period from June 17, 2024 to September 8, 2024 (the "MD&A") under "Risks and Uncertainties", in addition to the other information contained, or incorporated by reference, in the MD&A. The MD&A can be accessed under the Fund's issuer profile on SEDAR+ at sedarplus.ca. Readers are cautioned that the risk factors referred to above are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to A&W Food Services NewCo or the Fund may also adversely affect A&W Food Services Newco. There can be no assurance that forward-looking information contained in this press release will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The forward-looking information contained in this press release is based on the beliefs of A&W Food Services NewCo's and the Fund's management as well as on assumptions which such management believes to be reasonable based on information available at the date hereof and is subject to change after such date. All forward-looking information in this press release is qualified in its entirety by this cautionary statement and, except as required by law, A&W Food Services NewCo and the Fund and undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.

Early Warning Disclosure Relating to the Fund

Prior to closing of the Transaction, A&W Food Services NewCo had ownership and control over an aggregate of 1,507,020 limited voting units of the Fund ("LVUs"), and common shares of a subsidiary of the Fund ("Exchangeable Securities") which are exchangeable for an aggregate of 4,562,957 LVUs. Assuming the exchange of the Exchangeable Securities into LVUs, prior to closing of the Transaction, A&W Food Services NewCo had ownership and control over an aggregate of 6,069,977 LVUs, representing approximately 29.4% of the outstanding voting securities of the Fund.

As part of the Transaction, A&W Food Services will amalgamate with Buddy Holdings Inc., A&W Holdings I Inc., A&W Holdings II Inc., A & W of Canada Inc. and AWFS Holdings Inc. to form A&W Food Services NewCo. Following completion of the Transaction, A&W Food Services Newco will own, directly or indirectly, 100% of the issued and outstanding voting securities of the Fund, and intends to cause the Fund to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Fund's public reporting requirements.

Both the Fund's and A&W Food Services NewCo's head office is located at Suite 300, 171 West Esplanade, North Vancouver, British Columbia V7M 3K9.

An early warning report will be filed by A&W Food Services NewCo with applicable Canadian securities regulatory authorities. To obtain copies of the early warning report, please contact [email protected].

Early Warning Disclosure Relating to A&W Food Services NewCo

Pursuant to the Transaction, Jefferson Mooney and David Mindell directly and/or indirectly will receive 149,637 and 65,320 A&W Food Services NewCo Shares, respectively, in consideration for units of the Fund which they held directly and/or indirectly prior to closing representing approximately 0.62% and 0.27% of the issued and outstanding A&W Food Services NewCo Shares, respectively, as of closing. Immediately prior thereto, Jefferson Mooney and David Mindell each directly and/or indirectly owned or controlled 2,853,065 A&W Food Services NewCo Shares. Following closing of the transaction, Jefferson Mooney and David Mindell will directly and/or indirectly own 3,002,702 and 2,918,385 A&W Food Services NewCo Shares, respectively, representing 12.51% and 12.16% of the issued and outstanding A&W Food Services NewCo Shares, respectively, as of immediately following the closing.

An early warning report will be filed by each of Jefferson Mooney and David Mindell with applicable Canadian securities regulatory authorities. To obtain copies of such early warning reports, please contact [email protected].

SOURCE A&W Revenue Royalties Income Fund

For further information: Investor Contact, A&W Investor Relations, [email protected], 604-988-2141; Media Contact, Trevor Zeck, FGS Longview, [email protected], 604-375-5941