Franchise Services of North America Inc. announces the closing of the Merger with Adreca Holdings Corp. and Acquisition of the Advantage Rent A Car Brand
TSX-V Trading Symbol: FSN
CALGARY, May 3, 2013 /CNW/ – FRANCHISE SERVICES OF NORTH AMERICA INC. (“FSNA” or the “Company”) (FSN.V) is pleased to announce the closing of the merger between FSNA’s
wholly-owned subsidiary, Advantage Company Holdings, Inc. (“Merger
Sub”), and Adreca Holdings Corp. (“Adreca), as a result of which the
Advantage Rent A Car brand is now wholly owned by FSNA.
The acquisition was consummated pursuant to a merger agreement (the
“Merger Agreement”) dated July 13, 2012, among FSNA, Adreca, Boketo LLC
(“Boketo”) and Merger Sub, as amended. Pursuant to the Merger
Agreement, Merger Sub merged with and into Adreca (the “Merger”), with
Adreca continuing as the surviving corporation. Following the Merger,
FSNA and Adreca merged, with FSNA continuing as the surviving
Prior to the Merger, FSNA continued/redomesticated to the State of
Delaware from Canada pursuant to a plan of arrangement approved by the
Court of Queen’s Bench of Alberta on May 2, 2013 (the “Arrangement” and
together with the Merger, the “Transaction”). The Transaction was
approved by resolutions of the FSNA shareholders at a special meeting
of shareholders held on April 30, 2013. The Merger and related
transactions received final acceptance from the TSX Venture Exchange
The Merger Agreement, together with other material agreements concerning
the Transaction, is available under FSNA’s profile on SEDAR at www.sedar.com.
In connection with the Merger, FSNA issued 62,212,600 preferred shares,
US$0.001 par value per share (“Preferred Shares”) to Boketo, a
wholly-owned indirect subsidiary of Macquarie Capital and the sole
shareholder of Adreca, and certain rights to acquire additional
Preferred Shares upon the exercise of outstanding options convertible
into common shares of FSNA.
Commenting on the Transaction, Thomas P. McDonnell, III, the Company’s
Chief Executive Officer and Chairman said, “On behalf of our over 750
team members who have worked incredibly hard to make this Transaction
happen, we would like to thank FSNA shareholders for their ongoing
support. The integration of the Advantage Rent A Car brand into FSNA
is a transformational event in our history. This Transaction marks a
significant step forward in our growth strategy by considerably
strengthening our position in the U.S. car rental market. As the 4th
largest car rental company in the U.S., we look forward to fully
capitalizing on this incredible opportunity.”
FSNA is a publicly traded company listed on the TSX Venture Exchange.
The Company and its subsidiaries own the following brands: Advantage
Rent A Car (“Advantage”), U-Save Car & Truck Rental®, U-Save Car Sales,
Rent-A-Wreck of Canada, PractiCar, Auto Rental Resource Center
(“ARRC”), Xpress Rent A Car and Peakstone Financial Services.
Advantage is currently positioned as a brand, and targets consumers, in
the value-oriented segment of the U.S. rental car market. As of July
2013, Advantage is expected to operate from approximately 75 locations servicing airports and five additional satellite locations in
hotels in Hawaii and Las Vegas and has a fleet of approximately 23,000
cars, ranging from economy cars to SUVs. Advantage primarily services
the leisure segment of the rental car market and predominantly operates
in key domestic leisure destinations, including California, Florida,
Texas, Colorado, Hawaii and Arizona.
U-Save, together with its subsidiary ARRC, has over 1,100 locations
throughout the United States and is one of North America’s largest
franchise car rental companies. Having primarily serviced the local
market for the past 30 years, the Company is expanding into the airport
market with plans for the opening of airport locations in the top 30
markets in the United States and the major airports in Canada. U-Save
currently services 28 airport markets in 11 different states and 7
countries. U-Save Car Sales is an expansion of the U-Save brand into
the car sales market, and provides goods and services to car sales
operators looking to affiliate with a national brand.
Practicar Systems Inc. (a wholly owned subsidiary of FSNA) owns the
rights to the Rent-A-Wreck® and the PractiCar® trademarks for all of
Canada. The Rent-A-Wreck® system operates a network of 69 franchise
locations from coast-to-coast in Canada, providing a range of vehicle
rental, leasing and sales options to its customers. The Rent-A-Wreck®
system has been in continuous operation in Canada since 1976.
Investors are cautioned that, except as disclosed in the Management
Information Circular in respect of the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of FSNA should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
transaction and has neither approved nor disapproved the contents of
this press release.
Certain statements made in this news release are forward looking in
nature, including statements made with respect to Advantage. The words
“may,” “could,” “should,” “would,” “expect,” “intend,” “estimate,”
“anticipate,” “believe,” or “outlook” and similar expressions often
identify forward-looking information. By their nature, forward-looking
statements require FSNA to make assumptions and are subject to inherent
risks and uncertainties. The forward-looking statements contained in
this news release are based on certain key expectations and assumptions
made by FSNA. Although FSNA believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the forward-looking
statements because FSNA can give no assurance that they will prove to
be correct. FSNA’s forward-looking statements are qualified in their
entirety by these cautionary statements. In addition, the
forward-looking statements are made only as of the date of this news
release, and except as required by applicable law, FSNA undertakes no
obligation to publicly update these forward-looking statements to
reflect new information, subsequent events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE Franchise Services of North America Inc.