Services Acquisition Corp. International and Jamba Juice Agree to Extend Merger Termination Date; Private Placement Investors A
03 Août 2006 - 3:00PM
Business Wire
Company to Reclassify Warrants and Derivative Instruments under
EITF 00-19 Services Acquisition Corp. International (AMEX:SVI;
AMEX:SVI.U; AMEX:SVI.WT; "SACI") today announced that it has
reached an agreement with Jamba Juice Company to extend the date
upon which a party may terminate the merger agreement between them
to September 15, 2006 from August 15, 2006. In addition, SACI has
announced that the investors in its private placement financings
have approved extending their commitment date to September 15, 2006
from September 6, 2006. Steve Berrard and Paul Clayton, CEOs of
SACI and Jamba Juice Company respectively, jointly remarked that
these extensions reflect the continued interest of all parties in
finalizing this business combination in a timely manner and that
both companies remain enthusiastic about the prospects of the
combined company. The two have worked closely together during the
past few months in assembling a proposed board of directors that
includes experience in a wide range of disciplines including store
operations, brand marketing, international expansion, corporate
governance, store development, and consumer packaged goods. SACI
also announced that as a result of an interpretation by the
Securities and Exchange Commission (SEC), as communicated through
the SEC's review of SACI's preliminary proxy statement which was
initially filed with the SEC on March 29, 2006, SACI is adopting
EITF 00-19 "Accounting for Derivative Financial Instruments Indexed
to, and Potentially settled in, a Company's Own Stock" and will
re-file its financial statements following this guidance. The
adjustments to SACI's financial statements are non-cash items, and
will have no affect on SACI's cash balance for the periods
identified. SACI's only income during the applicable periods
related to the interest income and expenses related to evaluating
potential business combinations. Jamba Juice Company is aware of
the application of EITF 00-19 and impact to SACI's financial
statements. EITF 00-19, "Accounting For Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock" is applied to determine whether there were any embedded
derivative instruments in (1) the public offering of SACI and (2)
the warrants to purchase common stock embedded in an option to
purchase units consisting of one share and one warrant to purchase
one additional share, issued to certain parties in connection with
the initial public offering. Under EITF 00-19 the fair value of
each warrant is recorded as a derivative liability on SACI's
balance sheet. Changes in the fair values of these instruments
result in adjustments to the amount of the recorded derivative
liabilities and the corresponding gain or loss will be recorded in
SACI's statement of operations. In this particular instance, as it
relates to SACI and its 17.25 million warrants currently
outstanding, each $1.00 increase in the price per SACI warrant as
traded on the AMEX from the beginning of a reporting period to the
end of the reporting period, results in approximately $17.25
million of pre-tax expense being recorded on SACI's consolidated
statement of operations. Conversely each $1.00 decrease in the
price per SACI warrant as traded on the AMEX from the beginning of
a reporting period to the end of the reporting period, results in
approximately $17.25 million of pre-tax income being recorded on
SACI's consolidated statement of operations. As the number of
outstanding warrants is reduced either via exercise by the holder
or expiration in July 2009, the impact on SACI's statement of
operations for each $1.00 change in warrant price from the
beginning to the end of a reporting period will be reduced. SACI's
financial results for the fiscal year ended December 31, 2005 and
for the interim periods ended September 30, 2005 and March 31, 2006
will be restated, and SACI's previously filed financial results
should not be relied upon to reflect additional non-operating gains
and losses related to the classification of and accounting for the
warrants described above. SACI's restated financials are being
filed with the Securities and Exchange Commission of even date
herewith. The application of EITF 00-19 will also affect future
earnings, as a non-cash item, to the extent that SACI's stock price
increases or decreases from the beginning to end of any reporting
period. About SACI SACI is a blank check company that was formed
for the specific purpose of consummating a business combination.
SVI raised net proceeds of approximately $127 million through its
initial public offering consummated in July 2005 and prior to the
merger agreement with Jamba Juice Company had dedicated its time to
seeking and evaluating business combination opportunities. The
management of SACI includes former executives from organizations
such as Blockbuster Entertainment Group, AutoNation and Boca
Resorts. About Jamba Juice Company Jamba Juice Company is the
category-defining leader in healthy blended beverages, juices, and
good-for-you snacks. Founded in 1990 in California, today Jamba
Juice Company has more than 550 company and franchised stores in 25
states nationwide with 9,000 employees. For the nearest location or
a complete menu including new All Fruit Smoothies, please call:
1-866-4R-FRUIT or visit the website at http://www.jambajuice.com
Forward-looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, about SACI, Jamba Juice
Company and the proposed merger. Forward looking statements are
statements that are not historical facts. Such forward-looking
statements, based upon the current beliefs and expectations of
SACI's and Jamba Juice Company's management, are subject to risks
and uncertainties, which could cause actual results to differ from
the forward looking statements. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the failure of SACI's
stockholders to approve the plan and agreement of merger and the
transactions contemplated thereby; the number and percentage of
SACI stockholders voting against the proposed merger; changing
interpretations of generally accepted accounting principles;
continued compliance with government regulations; legislation or
regulatory environments, requirements or changes adversely
affecting the businesses in which Jamba Juice Company is engaged;
demand for the products and services that Jamba Juice Company
provides, general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in
SACI's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither SACI nor Jamba Juice Company assumes any obligation to
update the information contained in this press release. Additional
Information and Where to Find It In connection with the proposed
merger and related proposals that will be voted on at the Special
Meeting, SACI has filed a preliminary proxy statement, as amended,
with the Securities and Exchange Commission that is pending SEC
approval; a final proxy statement will be mailed to the
stockholders of SACI who are stockholders as of the Record Date.
SACI's stockholders are urged to read the proxy statement and other
relevant materials as they become available as they will contain
important information about the merger with Jamba Juice Company and
the related proposals. SACI stockholders will be able to obtain a
free copy of such filings at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of such
filings can also be obtained, without charge, by directing a
request to SACI, 401 East Las Olas Boulevard, Suite 1140, Fort
Lauderdale, Florida 33301. SACI and its officers and directors may
be deemed to have participated in the solicitation of proxies from
SACI's stockholders in favor of the approval of the merger and
related private placement financing. Information concerning SACI's
directors and executive officers is set forth in the publicly filed
documents of SACI. Stockholders may obtain more detailed
information regarding the direct and indirect interests of SACI and
its directors and executive officers in the acquisition and related
private placement financing by reading the preliminary and
definitive proxy statements regarding the merger and private
placement financing, which will be filed with the SEC.
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