Purebread Brands to acquire Caffe Artigiano for $7.7M

Vancouver-based Purebread Brands Inc. (TSXV:BRED) has entered into a letter of intent to acquire Caffe Artigiano’s cafe business, valued at approximately $7.7 million, according to a press release. The proposed acquisition includes corporate and franchise operations in Canada. Purebread intends to issue around 61.58 million common shares at $0.125 per share, representing 49% of outstanding shares post-transaction.

The combined entity would operate 16 company-owned bakery and cafe locations and 11 franchised sites, with 7 more Caffe Artigiano locations currently in development. Currently, Caffe Artigiano runs nine company-owned cafes and an 11-location franchise network. Upon closing, an intercompany debt of up to $4 million owed by an acquired entity will persist.

The deal involves an intellectual property license, rental, and purchase agreement at closing, which will settle this debt. Both parties will retain the right to nominate one director to Purebread's board, provided they hold at least 10% of outstanding shares. They will also enter into voting support and standstill agreements for 12 months, limiting acquisition of additional shares without independent director approval.

Completion of due diligence, execution of definitive agreements, TSX Venture Exchange acceptance, and approvals from various boards, shareholders, lenders, and landlords are prerequisites for the transaction. The parties agreed to negotiate exclusively until definitive agreement execution, letter of intent termination, or December 15, 2026.

Classified as a Fundamental Acquisition under TSXV policies, the transaction necessitates shareholder approval for Purebread to create a new control person.