TORONTO–(BUSINESS WIRE)–STEER Technologies Inc. (“STEER” or the “Company”) (TSXV: STER) (OTCQX: STEEF), an integrated ESG technology platform, is pleased to announce that further to its press releases dated January 23, 2023, March 7, 2023 and March 24, 2023, it has closed its previously-announced sale (the “Transaction”) of approximately 37.5% of the Company’s digital restaurant supply business (the “Restaurant Supply Business”) to a group of investors (the “Investor Group”) at a post-money valuation of approximately $47.14 million.
“We are thrilled to announce the successful completion of this $18 million direct investment. We expect that this significant influx of capital will allow us to further scale and enhance our platform, thus bringing greater value to our customers in today’s evolving and highly competitive landscape”Tweet this
With the Transaction complete, STEER believes that the Restaurant Supply Business is well-positioned to grow and further develop its Subscription-Based and On-Demand service offerings.
“We are thrilled to announce the successful completion of this $18 million direct investment. We expect that this significant influx of capital will allow us to further scale and enhance our platform, thus bringing greater value to our customers in today’s evolving and highly competitive landscape,” said Suman Pushparajah, CEO of STEER Technologies Inc. “At our Digital Restaurant Supply Business, we are proud to have developed a model that generates recurring revenue with a subscription-like consistency and provides a solid operational foundation. We are confident that, coupled with continued investment in technology and innovation, this model will drive further growth for our company.”
“Having been involved in STEER’s Restaurant Supply Business since its inception, I see the enormous potential this platform has both in terms of growing its geographic footprint and increasing presence in our current markets. Our main focus post-transaction will be further automation of warehouse operations to improve efficiencies, expanding selection of SKUs available on our platform, and scaling operations to reach new customers. Our platform will work to continue driving positive change by promoting the use of reusable and recyclable products as well as organically grown food items. With the highly experienced and motivated team we have today, we are excited to grow the Restaurant Supply Business and make our contribution to the collective sustainability efforts in the industry,” said Di Han, Head of STEER’s Restaurant Supply Business.
The Transaction was comprised of the following:
spinning out the Restaurant Supply Business to FoodsUp Inc. (“FoodsUp”), a newly formed subsidiary of STEER’s wholly-owned subsidiary, Food Hwy Canada Inc. (“Food Hwy”);
pursuant to the “Investment”, FoodsUp has sold $16.5 million worth of its common shares (“FoodsUp Shares”) from treasury to a limited partnership controlled by the Investor Group (the “Investor LP”) by way of a non-brokered private placement; and
Food Hwy has sold $1.5 million worth of FoodsUp Shares, plus a call option for 7,500 additional FoodsUp Shares (the “Call Option”), to the Investor LP by way of a share purchase agreement dated March 24, 2023, among FoodsUp, Food Hwy and the Investor LP.
Following the completion of the Transaction, STEER indirectly retains approximately 62.5% ownership of FoodsUp, subject to the Call Option. In consideration for an aggregate cash investment amount of $18 million, the Investor Group has indirectly acquired approximately 37.5% ownership of FoodsUp, subject to the Call Option, which, if fully exercised, would increase the Investor Group’s indirect ownership of FoodsUp to 45%.
FoodsUp used $4.5 million of the proceeds from the Investment to pay off the $4.5 million unsecured, non-interest bearing promissory note issued by FoodsUp to Food Hwy as partial consideration for the purchase of the Restaurant Supply Business, and it is anticipated that the remaining $12 million will be used for general working capital and scaling up operations and growth of the Restaurant Supply Business, and to pay expenses incurred in connection with the Transaction. It is intended that the $6 million in proceeds received by Food Hwy in connection with the Transaction will be applied by STEER and Food Hwy to further grow and develop their Subscription-Based and On-Demand service offerings, and to pay expenses incurred in connection with the Transaction.
A portion of the Investment came from certain members of STEER and the Restaurant Supply Business’s respective management teams as part of the Investor Group. Among others, the Investor Group is comprised of the following: (i) two members of the current management team of STEER (being Suman Pushparajah, the CEO of STEER, and Junaid Razvi, the Chairman of STEER, who collectively hold 1.75% of the issued and outstanding FoodsUp Shares as of closing of the Transaction (the “Closing Date”)); (ii) Sayan Navaratnam, a greater than 10% shareholder of STEER (who holds 1.67% of the issued and outstanding FoodsUp Shares as of the Closing Date); (iii) four members of the current management team of Food Hwy (with Di Han, head of the Restaurant Supply Business and the CEO of FoodsUp, holding 4.8% of the issued and outstanding FoodsUp Shares as of the Closing Date); (iv) certain close personal friends of Di Han (who collectively hold 1.68% of the issued and outstanding FoodsUp as of the Closing Date); and (v) certain strategic arms-length investors.
Due to the inclusion of Suman Pushparajah, Junaid Razvi, Sayan Navaratnam, Di Han, Junyang Xie (Operations Manager), Yang Song (Warehouse Manager) and Che Wang (Procurement and Sales Manager) amongst the Investor Group, the Transaction constituted a Non-Arm’s Length Transaction (as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”)) and a “related party transaction” by STEER in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Transaction is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 because no securities of STEER were listed or quoted on any of the specified markets listed in section 5.5(b) of MI 61-101 and, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of STEER’s market capitalization.
The completion of the Transaction remains subject to the final approval of the TSXV. No finder’s fee was paid in connection with the Transaction.
All currency references used in this press release are in Canadian currency unless otherwise noted.
About the Company
STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind ecosystem that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating delivery, Restaurant Supply Business, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.
Certain information in this press release contains forward-looking information, including with respect to the Company’s business, operations and condition, management’s objectives, strategies, beliefs and intentions, including the Restaurant Supply Business following the completion of the Transaction. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results and the timing of future events, such as those pertaining to the grant and exercise of the Call Option and the Company’s ability to obtain TSXV final approval for the Transaction, may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. In particular, statements pertaining to the timing, terms and completion of the Transaction, STEER’s expectations regarding the Restaurant Supply Business, and the expected use of proceeds by Food Hwy and FoodsUp, constitute forward-looking information.
See “Forward-Looking Information” and “Risk Factors” in the Company’s Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2021 (filed on SEDAR on May 2, 2022) and its interim MD&A for the period ended March 31, 2022, June 30, 2022, September 30, 2022 (filed on SEDAR on May 30, 2022, August 29, 2022 and November 29, 2022 respectively) for a discussion of the uncertainties, risks and assumptions associated with these statements and other risks. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation and regulatory requirements.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.