Marble, columns and stairs
Jul 29, 2021

Eat Well Investment Group Inc. (CSE:EWG) (US:EWGFF) (FRA:6BC0) (“Eat Well”) completed the acquisition of all of the issued and outstanding equity securities of Belle Pulses Ltd. (“Belle Pulses”) and Sapientia Technology LLC (“Sapientia”) for aggregate consideration of approximately CAD$39.9 million.

The consideration for the acquisition of Belle Pulses consisted of a CAD$30 million payment to the former shareholders of Belle Pulses. The consideration for the acquisition of Sapientia consisted of the issuance of 3,741,969 common shares of Eat Well and cash payment of USD$6.4 million to former equity holders of Sapientia.

The acquisitions were sourced by and negotiated in cooperation with Novel Agri-Technologies Inc. (“Novel”). In consideration for the assignment of Novel’s rights to acquire Belle Pulses and Sapientia, Eat Well issued to Novel (i) 11,476,205 common shares of Eat Well and (ii) profits interest shares convertible into a maximum of 65,031,826 common shares of Eat Well.

In connection with the acquisitions, Eat Well obtained a CAD$33.5 million secured loan from Cortland Credit Lending Corporation which was used to satisfy the cash payments for the acquisitions.

Eat Well is a publicly-traded company primarily focused on the agribusiness, food tech, plant-based and ESG (environmental, social and governance) sectors. Eat Well’s management team has an extensive record of sourcing, financing and building successful companies across a broad range of industries and maintains a current focus on the health / wellness industry.

McMillan acted as counsel to Eat Well, providing cross-border and corporate expertise on the transaction, to achieve a successful outcome for our client. Desmond Balakrishnan and Paul Barbeau led the team which included Cody Foggin and Gurp Dhaliwal.

As a national business law firm with exceptional capabilities to lead businesses through cross-border transactions and investments into Canada and within multifaceted regulatory regimes, McMillan provides real-time business solutions to our clients. Our Capital Markets & Securities and Mergers & Acquisitions Groups are skilled at structuring and closing complex deals of all shapes and sizes in Canada, the US and internationally and in providing innovative transactional advice and solutions. Our understanding of business imperatives and our relationships with the regulators helps our clients stay ahead.