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)
Jul 24, 2019
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 DOING BUSINESS UNDER THE NAME AND STYLE OF JOLLIBEE
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 Code1605
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
1,093,529,163
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 to Invest US$100M for the Acquisition of The Coffee Bean & Tea Leaf® Brand
Background/Description of the Disclosure
Jollibee Foods Corporation (JFC), one of Asia’s largest food service companies, disclosed today that through its wholly owned subsidiary Jollibee Worldwide Pte Ltd (JWPL, Singapore), it entered into an agreement to invest USD100 million in a new Singapore-based holding company (“holding company”) to acquire 100% of The Coffee Bean & Tea Leaf® specialty coffee and tea brand (CBTL), based in Los Angeles, California, USA. The acquiring entity will be JWPL’s wholly owned subsidiary Java Ventures, LLC (United States), which will eventually be a wholly owned subsidiary of the new holding company.
Date of Approval by Board of Directors
Jul 24, 2019
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
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The acquisition of The Coffee Bean & Tea Leaf® brand will be JFC’s largest and most multinational so far with business presence in 27 countries. This will add 14% to its global system wide sales, 26% to its total store network, will bring international business’ contribution to 36% of worldwide sales and will bring JFC closer to its vision to be one of the top 5 restaurant companies in the world in terms of market capitalization. Combined with Highlands Coffee, with business mostly in Vietnam, this acquisition will enable JFC to become an important player in the large, fast growing and profitable coffee business. CBTL will be JFC’s second largest business after Jollibee brand while coffee business will account for 14% of JFC’s worldwide system sales. Our priority is to accelerate the growth of The Coffee Bean and Tea Leaf® brand particularly in Asia, by strengthening its brand development, marketing and franchise support system.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The total consideration for this acquisition is USD350 million on a debt-free basis (the acquired business will have no debt upon acquisition). The acquisition is expected to be completed not earlier than 60 days from execution of the purchase agreement, subject to government approvals in the United States and meeting certain closing conditions.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
International Coffee & Tea, LLC (Target Company) (“ICT”)
ICT is in the business of owning, operating and franchising coffee shops operating under the trade name Coffee Bean & Tea Leaf.
None
Advent Coffee Holdings, Corp. (Seller)
Holding Company
None
Alexandria II, Corp. (Seller)
Holding Company
None
CBTL Holdings Corporation (Seller)
Holding Company
None
The Sassoon Group, LLC (Seller)
Holding Company
None
ICT Incentive Holdings, LLC (Seller)
Holding Company for Target Company’s incentive unit holders.
None
Java Ventures, LLC (Buyer) (“Java Ventures”)
Holding Company
Wholly-owned subsidiary of Jollibee Worldwide Pte. Ltd. (a Singapore company that is a wholly-owned subsidiary of Jollibee Foods Corporation)
Victor Daniel Sassoon (Seller)
Individual
None
Michelle Ruth Elias (Seller)
Individual
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
JFC, through Java Ventures, will pay the Sellers 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
128,471,534.20 Common Units and 7,993,784.33 Incentive Units
Ratio/percentage to total outstanding capital stock
100
Terms of payment
The purchase price shall be paid in cash at closing.
Conditions precedent to closing of the transaction, if any
The transaction is expected to be completed on a date not earlier than sixty (60) days from execution of the purchase agreement, subject to governmental approvals in the United States and satisfaction of closing conditions.
Description of the company subject of the transaction
Nature and business
ICT is in the business of owning, operating and franchising coffee shops operating under the trade name Coffee Bean & Tea Leaf.
Discussion of major projects and investments
Headquartered in Los Angeles, California, ICT owns and franchises Coffee Bean & Tea Leaf locations in the US and various countries worldwide.
List of subsidiaries and affiliates, with percentage holdings
Vice President, Malaysia Retail & Business Country Head
Lin Chien Chien
Vice President, Singapore Country Head & Finance
Lacy Morris
Vice President of Information Technology
Patti Nelson
Vice President of Real Estate
JJ Smith
Vice President of Franchise Operations, Business Development & Specialty Sales
Kristina Guillen
Vice President of Human Resources
Effect(s)/impact on the business, financial condition and operations of the Issuer
The acquisition of The Coffee Bean & Tea Leaf® brand will be JFC’s largest and most multinational so far with business presence in 27 countries. This will add 14% to its global system wide sales, 26% to its total store network, will bring international business’ contribution to 36% of worldwide sales and will bring JFC closer to its vision to be one of the top 5 restaurant companies in the world in terms of market capitalization. Combined with Highlands Coffee, with business mostly in Vietnam, this acquisition will enable JFC to become an important player in the large, fast growing and profitable coffee business. CBTL will be JFC’s second largest business after Jollibee brand while coffee business will account for 14% of JFC’s worldwide system sales. Our priority is to accelerate the growth of The Coffee Bean and Tea Leaf® brand particularly in Asia, by strengthening its brand development, marketing and franchise support system.
Other Relevant Information
Please see attached Press Release and 2018 Audited Financial Statements of the Target Company.
Jollibee Foods CorporationJFC