Reed’s, Inc., maker of top-selling sodas in natural food stores nationwide, and Jones Soda Co., a leader in the premium soda category and known for its unique branding and innovative marketing, have announced that the two companies have entered into a Letter of Intent (LOI) regarding a merger, with Reed’s as the surviving company.
The combination would unite a number of leading premium soda brands, such as Reed’s Ginger Brew, Virgil’s and Jones Soda. The proposed merger would also provide the two companies with the opportunity to realize the potential benefits of increased size and scale, as well as cost efficiencies in several aspects of the combined business, including administration, operations, and customer interface. The strength of the Reed’s portfolio in the direct selling channel combined with Jones Soda’s strong national distributor structure allows for future growth opportunities for each company’s brands across these channels.
The non-binding provisions of the LOI contemplate a merger transaction in which Reed’s would acquire Jones Soda for a combination of cash and Reed’s common stock. The shareholders of Jones Soda would receive an aggregate of 4.5 million shares of Reed’s common stock (or approximately 0.17 of a share of Reed’s common stock per share of Jones Soda common stock based on current Jones Soda shares outstanding) and cash of $0.10 per share of Jones Soda common stock (or an aggregate of approximately $2.56 million based on current shares outstanding). There is no financing contingency as Reed’s would use its best efforts to secure the cash portion of the consideration, and if it is unable to secure all or part of this cash, any deficit would instead be paid in additional shares of Reed’s common stock, with the aggregate number of shares equal to the amount of the cash deficit divided by $1.70.
Chris Reed, founder, chairman and chief executive officer of Reed’s states, “We have watched Jones for years and have been impressed with its innovative marketing programs, strong brand recognition, and loyal customer following. I am confident that our portfolio of brands will benefit from Jones Soda’s marketing savvy as well as its organization’s deep mainstream distribution relationships. At the same time, we believe our strong infrastructure and operational capabilities will help drive important efficiencies through Jones Soda’s supply chain. With minimal customer and demographic overlap between our combined brands, we believe this transaction also provides us with compelling merchandising and growth opportunities in the years ahead.”