A prior relationship led to the unlikely pairing of former frozen-snack seller CoolBrands International Inc. and cleaning products company Swisher International Inc., announced Aug. 18.
Markham, Ontario-based CoolBrands, which started in 1986 as an ice cream shop and expanded to a frozen-snacks chain, divested that business in 2007. It has since operated mostly as a shell company investing in short-term securities and collects rental income from properties it owns.
Under founder and CEO Michael Serruya, CoolBrands has spent the past two years looking for acquisitions. The CEO set his sights on Charlotte, N.C.-based Swisher and remained persistent until he got a deal done.
Serruya has known Swisher founders Steve Berrard and Wayne Huizenga -- the rollup king behind Waste Management Inc., Blockbuster Video and AutoNation -- for many years. Serruya serves on the board of Jamba Inc., the parent of Jamba Juice Co., which Berrard bought in 2006 through his Services Acquisition Corp. International.
Serruya says he contacted Berrard and Huizenga every four to six weeks for 18 months regarding a possible merger. The Swisher founders finally expressed interest about two months before the transaction was announced.
Under terms of the deal, valued at C$102.9 million ($99.3 million), CoolBrands shareholders will own a 52% stake in the combined company, while Swisher shareholders will take the remaining 48%. The new company will keep Swisher's name.
Berrard says the merger will give Swisher an opportunity to expand into a major provider of products to the commercial cleaning market. "Wayne and I have done this a few times, and we think this is a good enough opportunity as we've seen," Berrard said after the deal was announced. Huizenga will become chairman of the company, while Serruya will join its board.
Ed Ristaino led a team of Akerman Senterfitt LLP attorneys that provided Swisher with legal counsel. He has a 22-year relationship with Huizenga going back to Waste Management. and says Swisher may not be done buying. "You can find some real gems out there," says Ristaino.
Ristaino worked on the deal with his brother David Ristaino and Marc Druckman along with Mark Trachuk, David Hanick, David Vernon, Blair Wiley and Craig Lockwood from Osler, Hoskin & Harcourt LLP.
Brian Pukier, Rhoda Aylward, Ruth Elnekave, Victor Chai and Dave Muha of Stikeman Elliott LLP gave CoolBrands legal advice. Clarus Securities Inc. provided a fairness opinion to CoolBrands' board. Broadband Capital Management LLC's Michael Rapp was Swisher's financial adviser.