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COOLBRANDS INTERNATIONAL INC. AND SWISHER INTERNATIONAL, INC. COMPLETE ARRANGEMENT AND MERGER TO FORM SWISHER HYGIENE INC.


News provided by

CoolBrands International Inc.

Nov 02, 2010, 02:01 ET

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TORONTO, Nov. 2 /PRNewswire-FirstCall/ - Swisher Hygiene Inc. ("Swisher Hygiene") (TSX: COB, as of November 4, 2010: SWI) is pleased to announce that on November 1, 2010, CoolBrands International Inc. ("CoolBrands") was continued into the State of Delaware under the name Swisher Hygiene pursuant to a court approved statutory arrangement under the Canada Business Corporations Act (the "Arrangement"). Swisher Hygiene is also pleased to announce that on November 2, 2010, a subsidiary of the company completed the previously announced merger (the "Merger") with Swisher International, Inc. ("Swisher") pursuant to which Swisher became a wholly-owned subsidiary of Swisher Hygiene. 

"We are very excited to have completed the merger and Steve and I are looking forward to returning to the public markets," said H. Wayne Huizenga, Chairman of the Board of Swisher Hygiene.  "The financial flexibility provided by the merger will allow us to quickly capitalize on the significant investments we have made developing the Swisher platform for growth."

"Our target markets are very large and continue to grow, which is why we believe this merger will be beneficial to all shareholders," said Steven R. Berrard, Chief Executive Officer of Swisher Hygiene. "We have identified numerous opportunities to grow the business both organically and through acquisitions, and further develop Swisher as a major provider of warewash, laundry, cleaning chemical and facility service solutions for the foodservice, healthcare, retail and industrial sectors."

"As we say goodbye to CoolBrands, we look forward to the next chapter in our story as Swisher Hygiene," said Michael Serruya, outgoing President and CEO of CoolBrands and current Director of Swisher Hygiene.  "I'm confident we found the right opportunity to create long-term value for our shareholders."

On completion of the Merger, all of the outstanding common shares of Swisher were exchanged for 57,789,630 common shares of Swisher Hygiene, of which 55,789,632 are subject to lock-up agreements whereby such shares cannot be sold or transferred for the period ending upon the earlier of (i) the public release of Swisher Hygiene's earnings for fiscal year 2011, or (ii) March 31, 2012 (subject to certain exceptions). As a result of the Merger, former CoolBrands shareholders hold approximately 52% of the shares of Swisher Hygiene, while former shareholders of Swisher hold approximately 48% of Swisher Hygiene, on a fully diluted basis.

In connection with the Arrangement and the Merger, the company has appointed BDO USA, LLP to replace PricewaterhouseCoopers LLP as auditor of Swisher Hygiene.

With the completion of the Merger, the Swisher Hygiene Board of Directors consists of the following eight members: H. Wayne Huizenga as Chairman of the Board; Steven Berrard - CEO of Swisher Hygiene; Senator David Braley - Owner and President of Orlick Industries; Governor John Ellis (Jeb) Bush - President of Jeb Bush and Associates and former Governor of Florida; James E. O'Connor - Chairman and CEO of Republic Services, Inc.; David Prussky - Vice President of Patica Securities and former Director of CoolBrands; Ramon A. Rodriguez - former President and CEO of certified public accountancy firm Madsen, Sapp, Mena, Rodriguez & Co., P.A.; and Michael Serruya - outgoing President and CEO of CoolBrands.

For further details regarding the Arrangement and the Merger, including a copy of the Plan of Arrangement, please refer to the management information circular dated September 24, 2010 which is available on Swisher Hygiene's SEDAR profile at www.sedar.com.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained in this news release, including any information as to the future financial or operating performance of Swisher Hygiene, constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Swisher Hygiene as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.  The estimates and assumptions of Swisher Hygiene contained in this news release, which may prove to be incorrect, include but are not limited to, the various assumptions set forth herein as well as: (1) the accuracy of management's assessment of the effects of the successful completion of the transaction; (2) the trading price of Swisher Hygiene's common shares; and (3) there being no significant disruptions affecting Swisher Hygiene's operations, whether due to labour disruptions, supply disruptions, power disruptions, damage to equipment or otherwise.

The forward-looking information set forth in this news release is subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking information.  Swisher Hygiene disclaims any intention or obligation to update or revise any forward-looking statements, except to the extent required by applicable law.

About Swisher Hygiene Inc.

Swisher Hygiene Inc., formerly known as "CoolBrands International Inc.", is a TSX-listed company that provides hygiene solutions to customers throughout much of North America and internationally through its global network of 65 company owned operations, 12 franchises and 10 master licensees covering the United Kingdom, Ireland, Portugal, the Netherlands, Singapore, the Philippines, Taiwan, Korea, Hong Kong/Macau/China, and Mexico.  These solutions include products and services that are designed to promote superior cleanliness and sanitation in commercial environments, enhancing the safety, satisfaction and well-being of employees and patrons. Swisher Hygiene serves customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, industrial and healthcare industries across North America.

SOURCE CoolBrands International Inc.

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