Tim Hortons China executed a non-binding letter of intent to acquire Silver Crest Acquisition Corporation from Silver Crest Management LLC and others for $1.4 billion in a reverse merger transaction.
Closing of the transaction is subject to approval of Silver Crest's, the approval for listing of THIL Ordinary Shares and THIL's shareholders and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission. The Boards of Directors of both Silver Crest and Tim Hortons have unanimously approved the transaction. On August 13, 2021, the shareholders of Tim Hortons adopted a unanimous written resolution pursuant to which shareholders of Tim Hortons approved the merger agreement. Initial PIPE commitments support merger with Silver Crest. TH International Limited announced today a significant pre-merger financing round by a leading global asset manager. In addition, Tims China announced its receipt of several initial commitments to a larger private investment in public equities financing to be closed concurrently with THIL's merger with Silver Crest Acquisition Corporation. The Investor's financing package comprises both an immediate $50 million capital injection in the form of a note, convertible into shares of THIL at a 15% premium to the merger price for Tims China agreed in its business combination agreement with Silver Crest, and a further commitment to the PIPE. Concurrently, Tims China announced commitments to the PIPE from several current investors, including affiliates of Sequoia Capital China and Eastern Bell Capital, which are subject to customary terms and final documentation. As of January 30, 2021, Silver Crest, THIL have agreed to extend the termination date to March 1, 2022. On August 18, 2022, Silver Crest Acquisition Corporation shareholder voted to approve the transaction in an extraordinary general meeting of shareholders. Transaction is expected to close by fourth quarter of 2021. The transaction is expected to close by March 31, 2022. As of March 9, 2022, parties agreed to extend the Termination Date of the Merger Agreement to June 30, 2022, in order to permit ample time for the SEC to complete its review of the proposed combination. As of June 22, 2022, the deal is expected to complete by second quarter of 2022. On June 27, 2022, Termination Date has been extended to August 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.
BofA Securities, Inc. acted as financial advisor to Tim Hortons China. John Owen, Chuan Sun, Amanda Hines-Gold, Matthew Lau, Mitchell S. Presser and Omar E. Pringle of Morrison & Foerster LLP and Marcia Ellis and Ruomu Li of Morrison & Foerster (Hongkong) LLP acted as legal advisors to Silver Crest Acquisition. Daniel Dusek, David Zhang, Min Lu, Christine Strumpen-Darrie, Michael Krasnovsky, Mike Carew, Christine Lehman, Min Wang, Jeffery Norman, Armand A. Della Monica, Richard Kidd and Christine Lacku of Kirkland & Ellis LLP and Jesse Sheley, Joseph Raymond Casey and Ram Narayan of Kirkland & Ellis, Hong Kong and Steve Lin of Kirkland & Ellis, China acted as legal advisors to Tim Hortons China. Continental Stock Transfer & Trust Company acted as transfer agent to Silver Crest. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to BofA Securities, Inc. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Tim Hortons China in the transaction. D.F. King & Co., Inc. acted as the information agent to Silver Crest and will receive a fee of $25,000 for its services. FTI Consulting (Hong Kong) Limited acted as financial due diligence advisor for Silver Crest. Maples and Calder (Cayman), Appleby and Han Kun Law Offices acted as legal advisor for Tim Hortons China as well.