SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
- 1. Date of Report (Date of earliest event reported)
- Apr 17, 2018
- 2. SEC Identification Number
- 77487
- 3. BIR Tax Identification No.
- 000-388-771
- 4. Exact name of issuer as specified in its charter
- JOLLIBEE FOODS CORPORATION
- 5. Province, country or other jurisdiction of incorporation
- PHILIPPINES
- 6. Industry Classification Code(SEC Use Only)
- 7. Address of principal office
- 10/F Jollibee Plaza Building, 10 F. Ortigas Jr. Avenue Ortigas Center, Pasig City Postal Code 1605
- 8. Issuer's telephone number, including area code
- (632) 634-1111
- 9. Former name or former address, if changed since last report
- N/A
- 10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
-
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 1,086,621,133 Treasury 16,447,340 - 11. Indicate the item numbers reported herein
- -
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Jollibee Foods CorporationJFC
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules
| Subject of the Disclosure |
|---|
JFC Completes Acquisition of Additional 45% Share in Smashburger |
| Background/Description of the Disclosure |
Further to its February 13 and March 8, 2018 disclosures, Jollibee Foods Corporation (“JFC”) disclosed today that closing conditions, including required government approvals, have been obtained as provided under the Purchase Agreement executed by JFC’s wholly-owned subsidiary Bee Good! Inc. (“BGI”) with Smashburger Master LLC (“Master”) for BGI’s acquisition of an additional 45% share of SJBF LLC, the parent company of the entities comprising the Smashburger® business. JFC, through BGI, now owns 85% of Smashburger. With the completion of the acquisition, JFC shall include Smashburger in its financial consolidation starting April 17, 2018. |
| Date of Approval by Board of Directors | Mar 8, 2018 |
|---|---|
| Date of Approval by Stockholders | N/A |
| Other Relevant Regulatory Agency, if applicable | United States Federal Trade Commission and Department of Justice |
| Date of Approval by Relevant Regulatory Agency | Mar 27, 2018 |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
JFC’s acquisition of more shares in Smashburger will allow it to have a more significant business in the United States increasing the sales contribution from that country to JFC’s worldwide system wide sales from present 5% to 15% and the sales contribution from foreign business to worldwide system wide sales from present 20% to 30%. The consolidation of Smashburger into JFC will increase its worldwide store network by 365 stores or +9.6% to 4,162. This will also expand JFC’s geographical presence from 16 countries to 21 adding Costa Rica, Egypt, El Salvador, United Kingdom (England and Scotland), and Panama. |
| Description of the transaction including the timetable for implementation and related regulatory requirements, if any |
The closing conditions, including required government approvals, have been obtained as provided under the Purchase Agreement executed last March 8, 2018 by JFC’s wholly-owned subsidiary Bee Good! Inc. (“BGI”) with Smashburger Master LLC (“Master”) for BGI’s acquisition of an additional 45% share of SJBF LLC, the parent company of the entities comprising the Smashburger® business. JFC, through BGI, now owns 85% of Smashburger. |
| The nature and amount of consideration (e.g. price per share, the aggregate amount) | |
|---|---|
JFC will pay Master through BGI in cash. |
|
| Basis upon which the amount of consideration or value of the transaction was determined | |
The purchase price of the transaction is based on a negotiated price between the parties. |
| The number of shares to be acquired | Number of membership units to be acquired: 45 Class A Units representing 45% of the outstanding equity of SJBF. |
|---|---|
| Ratio/percentage to total outstanding capital stock | 45 |
| Terms of payment | |
|---|---|
The purchase price shall be paid in cash at closing. |
|
| Conditions precedent to closing of the transaction, if any | |
The closing conditions, including required government approvals, have been obtained as provided under the Purchase Agreement executed last March 8, 2018 by JFC’s wholly-owned subsidiary Bee Good! Inc. (“BGI”) with Smashburger Master LLC (“Master”) for BGI’s acquisition of an additional 45% share of SJBF LLC, the parent company of the entities comprising the Smashburger® business. JFC, through BGI, now owns 85% of Smashburger. |
| Nature and business |
|---|
SJBF is engaged in the business of owning, operating and franchising restaurants operating under the trade name Smashburger. |
| Discussion of major projects and investments |
With headquarters in Denver, Colorado, there are 365 Smashburger restaurants worldwide in 39 states in the US and in 10 foreign markets. |
Capital structure
| Type of Security | Amount | Number of Shares | |
|---|---|---|---|
| Class A units. Note: "Class A units" are equivalent to Common Sock | 100 | 100 |
| Type of Security | Amount | Number of Shares | |
|---|---|---|---|
| Class A Units | 85 | 85 |
| Amount | Not applicable to a limited liability company |
|---|---|
| Number of Shares | - |
| Type of Security | Amount | Number of Shares | |
|---|---|---|---|
| Class A units | 100 | 100 |
| Type of Security | Amount | Number of Shares | |
|---|---|---|---|
| Class A Units | 100 | 100 |
| Type of Security | Amount | |
|---|---|---|
| Class A Units | Not applicable |
| Name | Number of Shares | % Ownership | |
|---|---|---|---|
| Smashburger Master LLC | 15 | 15 |
| Effect(s)/impact on the business, financial condition and operations of the Issuer |
|---|
JFC’s acquisition of more shares in Smashburger will allow it to have a more significant business in the United States increasing the sales contribution from that country to JFC’s worldwide system wide sales from present 5% to 15% and the sales contribution from foreign business to worldwide system wide sales from present 20% to 30%. The consolidation of Smashburger into JFC will increase its worldwide store network by 365 stores or +9.6% to 4,162. This will also expand JFC’s geographical presence from 16 countries to 21 adding Costa Rica, Egypt, El Salvador, United Kingdom (England and Scotland), and Panama. |
| Other Relevant Information |
Please see attached files as follows: (a) April 17, 2018 disclosure; (b) March 8, 2018 disclosure; (c) February 13, 2018 disclosure and (d) Financial Statements. |
| Name | VALERIE AMANTE |
|---|---|
| Designation | VICE-PRESIDENT |