Shakey Pizza Asia Ventures: Acquisition or Disposal of Assets

Title of each class

Number of Common Shares Outstanding and Amount of Outstanding Debt

Purpose of disclosure

SHAKEY’S PIZZA AND ITS SUBSIDIARY WOW BRAND HOLDINGS, INC. ACQUIRES “POTATO CORNER”

Background/Description of Disclosure

As part of the December 23, 2021 disclosure, Shakey’s Pizza Asia Ventures Inc (PSE: PIZZA), one of the nation’s leading restaurant owners, and its subsidiary, Wow Brand Holdings, Inc., announce the acquisition of Potato Corner, one of the nation’s leading food kiosk brands. PIZZA and Wow Brand Holdings, Inc. have acquired the assets and intellectual property of Potato Corner.

Date approved by
board of directors

Justification of the transaction, including the expected benefits for the issuer as a result of the transaction

Since its inception in 1992, the brand has built an extensive network of over 1,000 outlets nationwide and has a growing international footprint in Asia and beyond. Over the years, the company has built strong brand equity and demonstrated solid performance, attractive margins and the ability to scale, all aligned with PIZZA’s acquisition criteria.

This is an accretive acquisition. Nonetheless, PIZZA will continue to maximize synergies and use its expertise in business development, franchise management and supply chain operations to further develop the brand in a sustainable manner.

Description of the Operation

PIZZA purchased assets related to the Potato Corner business, including shares in a Potato Corner entity in Singapore.

PIZZA’s acquisition will also involve owning and operating all company-owned stores, as well as serving as brand owner and franchisor of franchise-operated stores.

Manner

The parties executed deeds of assignment and deeds of sale of trademarks, license agreements, inventories and other assets.

Description of the assets concerned

Trademarks and all intellectual property covering the Potato Corner business, fixed assets, inventory, security deposits, revolving funds, license agreements and other assets relating to the operation of the business

Nature and amount of consideration given or received

Less than 10% of the company’s total assets as of September 30, 2021

Principle followed to determine the amount of consideration

Appropriate financial and operational due diligence customary for this type of transaction

Payment terms

100% of the consideration was paid in cash

Conditions precedent to closing the transaction, if any

Subject to the fulfillment of the usual conditions precedent to this type of transaction:
– Presentation of vendor documents, including execution of contracts to enable the operation of the business
– Revenue from access to use and operation of assets and premises where operations are conducted

Any other salient term

Not applicable

name

Nature of any material relationship with the issuer, its directors/officers or any of its affiliates

Effect(s) on the Issuer’s business, financial situation and operations, if any

The acquisition will effectively increase PIZZA’s revenues and profits.

Other relevant information

Any

Sources of funds

A combination of internal cash and debt

If an asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, disclose the nature of the business in which the assets were used by the persons from whom they were acquired and whether the the issuer intends to continue such use or whether it intends to devote the assets to other purposes, indicating such other purposes

The assets were used to operate company-owned Potato Corner stores, as well as serve as brand owner and franchisor of franchise-operated stores. The Company intends to devote the assets to a similar purpose.