On November 2, 2010, a wholly owned subsidiary of CoolBrands International Inc. (“CoolBrands,” currently known as Swisher Hygiene Inc., “Swisher Hygiene”) (TSX: SWI), completed a merger with and into Swisher International, Inc. (“Swisher International”), a leading full-service hygiene solutions provider based in Charlotte, North Carolina.
Under the transaction, all of the shares of Swisher International were exchanged for 57,789,630 shares of CoolBrands, of which 55,789,632 are subject to lock-up agreements. Upon completion of the transaction, former Swisher International shareholders held approximately 48 per cent of the shares of Swisher Hygiene, including Wayne Huizenga who controlled approximately 22 per cent of the merged company.
Former CoolBrands shareholders held approximately 52 per cent of the shares of Swisher Hygiene at the time of closing.
Following the completion of the transaction, the Swisher Hygiene board was reconstituted to include: Steven Berrard, Senator David Braley, John Ellis (Jeb) Bush, Wayne Huizenga, James O'Connor, David Prussky, Ramon Rodriguez and Michael Serruya.
Prior to the merger, CoolBrands was continued into the State of Delaware under the name Swisher Hygiene Inc., pursuant to a court approved Plan of Arrangement.
The value of the transaction was confidential.
Akerman Senterfitt & Eidson, PA acted as US counsel to Swisher International with a team led by Edward Ristaino that included Marc Druckman, David Ristaino, Michael Francis, Laura Holm, Christina Russo and Sean Coyle (corporate); Donald Duffy, Marci Poliakoff and William Sullivan (tax) and Samantha Kavanaugh and Christopher Carver (litigation). Canadian counsel to Swisher International was Osler, Hoskin & Harcourt LLP with a team that included Mark Trachuk, David Hanick, David Vernon and Blair Wiley (corporate); Dov Begun (tax) and Craig Lockwood (litigation).
Stikeman Elliott LLP acted for CoolBrands with a team led by Brian Pukier that included Rhoda Aylward and Ruth Elnekave (corporate); David Muha (tax) and Ellen Snow (litigation).