Cooks to Acquire Esquires Master Franchises

Cooks to Acquire Esquires Master Franchises in Great Britain & Ireland

Cooks Food Group (Cooks) has entered two conditional sale and purchase agreements to acquire the Great Britain master franchise and Ireland master franchise of Esquires Coffee Houses.

The acquisitions complement the previously announced acquisition of Franchise Development Limited (FDL) which owns certain international intellectual property rights to the Esquires brand.

All agreements are, or will be subject to, approval by Cooks shareholders under the Companies Act 1993, the NZAX Listing Rules and, where applicable, the Takeovers Code. It is intended to hold a shareholders meeting in early August.

In addition to the Great Britain and Ireland acquisitions, Cooks last week confirmed FDL had opened a new Esquires store in Kuwait. This brings to 12 the number of Esquires Coffee Houses in the Middle East.

Great Britain Acquisition
The master franchise company, Esquires Coffee (UK) Limited owns five and franchises 24 Esquires Coffee outlets across Great Britain. To ensure continuity of operations for Cooks the current managing director, Mr. Peter Kirton will continue to be employed by the company post-completion.

During the past year Esquires Coffee (UK) has restructured its business to ensure it is both viable and able to address the opportunities presented during and beyond the current recessionary environment.

After due diligence investigations, Cooks considers the restructuring positions the business strongly for future growth and expansion as part of its Group.

Ireland Acquisition
The master franchise company, Esquires Coffee Houses Ireland Limited franchises five Esquires Coffee Houses stores across Ireland with a further two stores presently under negotiation. To ensure continuity of operations the current managing director, Mr. Tony McVerry will also remain employed in the group post completion.

All of the shares of the two companies are proposed to be acquired by Cooks following satisfaction of the conditions in the agreements. The acquisitions are intended to complete at or around the same time the FDL acquisition is completed.

The purchase price for both companies consists of a mixture of cash and shares in Cooks together with post completion earn out or incentive arrangements. The payments and share issues are to be made in tranches and over a period of time from completion.

Full particulars will be provided to shareholders in a notice of meeting in due course. If approved by shareholders, the acquisitions together with that of FDL will result in Cooks owning or franchising 61 stores around the world.

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