U-Swirl Inc., parent to U-SWIRL International Inc., the owner and franchisor of U-SWIRL Frozen Yogurt cafés, has acquired specific assets of Aspen Leaf Yogurt LLC, a subsidiary of Rocky Mountain Chocolate Factory Inc., as well as the Yogurtini frozen yogurt franchise chain.

The acquisition includes all intellectual property and worldwide franchise rights for a total of 46 operating locations comprising 40 franchise locations and six corporate locations. Multiple units are in some phase of development.

Under the terms of the acquisition agreement, Rocky Mountain Chocolate Factory becomes the majority shareholder in U-Swirl Inc., and the current U-Swirl management will continue to run day-to-day operations. As a result of this acquisition, U-Swirl has almost tripled the size of its store base, with more than 75 stores now operating in 23 states.

"We are delighted to have partnered with Rocky Mountain Chocolate Factory on this acquisition and see them as a valued member of the U-Swirl team. They will play an important role in our plan to execute on an accretive acquisition strategy moving forward. The immediate elimination of duplicative costs, combined with the potential for increased savings and rebates from suppliers due to volume purchasing discounts, should significantly improve our profit margins in 2013," said Rico Conte, CEO.

Under the terms of agreements among the respective parties:

  • Rocky Mountain Chocolate Factory acquired all contractual and intellectual property assets of Yogurtini for an undisclosed amount of cash plus a potential earnout contingent upon financial performance over a two-year period. Specific terms of the transaction were not disclosed.
  • Rocky Mountain Chocolate Factory contributed to U-Swirl: substantially all contractual and intellectual property of Aspen Leaf Yogurt and Yogurtini; property, plant and equipment relating to six company-owned Aspen Leaf Yogurt stores; and $78,000 in cash. In exchange, Rocky Mountain Chocolate Factory, Inc. received from U-Swirl: 60 percent of U-Swirl's outstanding common stock, $500,000 in recourse notes, $400,000 in non-recourse notes, and a stock purchase warrant that allows Rocky Mountain Chocolate Factory to maintain its pro rata ownership in U-Swirl if existing options and/or warrants are exercised.

"We believe the combination of three self-serve frozen yogurt chains under the U-Swirl umbrella will result in a profitable company that is well positioned to achieve significant growth through a disciplined organic expansion and acquisition strategy," said Franklin Crail, founder and CEO of Rocky Mountain Chocolate Factory. "By partnering with publicly-traded U-Swirl, our shareholders still have the opportunity to realize the potential for value appreciation in the self-serve frozen yogurt industry."

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