Aug. 30, 2012
Unique Pizza and Subs Corporation today announced that it has signed a definitive agreement to acquire privately held Pizza Fusion Holdings, with closing expected by the end of the third calendar quarter.
Pizza Fusion will become a wholly owned subsidiary of the parent company Unique Pizza and Subs. The company announced on March 2 it had signed a binding letter of intent for the transaction.
The business combination capitalizes on Pizza Fusion's organic menu offerings, eco-friendly practices and global growth business plan. It also leverages Unique Pizza's cost effective franchise business model, which enables the roll up and rebranding of existing 'mom & pop' pizza restaurants under the Unique Pizza and Subs brand.
Additionally, it combines both companies' veteran, restaurant industry senior management into one integrated team. Collectively, the two companies will seek to capture market share with both the organic and conventional pizza business in carefully targeted markets in the U.S. and globally.
Plan for global growth
Boca Raton, Fla.-based Pizza Fusion was founded in 2006 as an eco-friendly provider of handcrafted, organic and all-natural gourmet pizzas, salads, sandwiches and beverages.
Today, it has 21 franchised locations, with 13 in the U.S. and eight in Saudi Arabia.
In the next 12 months, the Unique Pizza and Subs Corp. business plan envisions:
- Opening at least one flagship corporate Unique Pizza and Subs sports bar and training center in the Pittsburgh market;
- Opening at least one flagship corporate Pizza Fusion restaurant and training center in the U.S.;
- Franchising both restaurant concepts throughout North America and internationally in the primary markets and converting existing 'mom and pops' in the secondary markets;
- Forging strategic partnerships with major U.S. and transnational food service industry leaders.
"This is a win-win transaction for shareholders and pizza aficionados everywhere. As a newly public company, Pizza Fusion will raise its profile nationally and gain access to public capital markets to support future growth plans. As we grow, many more thousands of Pizza Fusion customers will have a new healthy casual dining choice as well as the opportunity to participate in our future success," said Pizza Fusion's co-founder and CEO Vaughan Lazar.
Terms of the agreement
Under the terms of the definitive agreement, UPZS will acquire 100 percent of the shares of Pizza Fusion Holdings in exchange for restricted UPZS shares which will constitute approximately 20 percent of the issued and outstanding shares of common stock of the company. UPZS will also make a capital infusion into Pizza Fusion of $1 million for working capital. Pizza Fusion will be operated as a wholly owned subsidiary of Unique Pizza and Subs. Closing is contingent upon these and other customary conditions including completion of due diligence by both parties.
"The acquisition will merge two industry leading pizza companies which emphasize innovation and place extraordinary value on products of unrivalled quality. Having these two great Pizza brands under the same roof will create a diversified international franchise with the ability to succeed in any type of market or economy and meet the rapidly evolving food and health conscious preferences of today's consumers worldwide," said James Vowler, Unique Pizza and Subs president and CEO.
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