Eat Well Group is a publicly traded company.
CN: EWG | US: EWGFF | FWB: 6BC0
We believe food plays a central role in all human societies and is a key determinant of our overall well-being. Food and agricultural infrastructure are the cornerstones of all cultures, and we want to celebrate and grow Canada’s rich heritage and capabilities by investing in companies that feed people on a global scale.
Eat Well Group, through its investment portfolio, is building a unique ecosystem that can supply these essential cornerstone needs for society. We’re plant-based food & investment experts specializing in the latest science and original thinking for what consumers want most: quality, highly affordable, sensory experience, health and nutrition, and clean and simple products. Our investments have track records of success and leverage the best in new food tech for the future. We believe that if we build a successful company that provides investments in brands, product portfolios, and unique and valuable offerings that the general public consumes for the benefit of their health and wellness all while doing good for the planet, then all stakeholders can benefit including shareholders not wanting to miss out on this global investment trend.
We focus on investments related to intellectual property (IP), product portfolio development, people, team capabilities, scale, operating success, and long-term value creation for stakeholders.
Stemming from decades of expertise in strategic investment and product development in plant-based foods and global relationships, we continue to perfect and optimize our investments related to innovative teams and opportunities for healthier, tastier foods. Our expertise is both as investors and operators, building vertically integrated business platforms of synergistic companies that are disrupting and transforming global food systems, feeding people delicious, more nutritious food, at lower cost and with greater accessibility at a global scale.
The company is owned by the shareholders – we report to you, and our goal is to maximize growth by exceeding quarterly targets and generating positive cash flow, investment income, and capital gains to maximize shareholder value. Our team has extraordinary, high-quality deal flow and relationships that support investing in a hyper-growth company at the heart of the world food system.
As an emergent sector globally, plant-based foods represent a double-digit growth category. Furthermore, with over 35% of the world’s supply of pulse proteins coming from Canada, our companies are uniquely positioned at the epicenter of grower relationships and supply chains to benefit shareholders and consumers.
Eat Well Group's Board of Directors and management are focused on investing in companies that prioritize sustainability, particularly how their products, practices, and partners contribute to sustainable business development and food and nutrition security across the globe while.
How we navigate Environmental, Social & Governance ("ESG") factors continues to be integral to Eat Well Group's management and investment decision-making processes.
Through our investee companies and management team, we have decades of combined experience cultivating ESG principles leveraging experience from The Quaker Oats Company, Gatorade, Frito Lay, Reynolds Group, Glanbia plc, Verdient Foods, The Saskatchewan Food Centre, and Ingredion, globally.
We're not perfect, but we always try to make the right decisions. Eat Well Group's Board of Directors is committed to an ongoing flexible ESG process and program design for companies at different points on their ESG adoption curve so that our companies, partners, and future investments align with the Company's ethos.
These criteria include, but are not limited to:
- Resource Utilization and Waste Management
- Conservation, Regenerative Agriculture, and Seed Genetics
- Greenhouse Gases, Carbon Sequestration, and Life Cycle Analytics
- Human Rights, Workplace Diversity, and Relationships
- Overall Governance and Investor Relations
- Environmental Health and Safety
- Charitable Ventures
We want our investments and overall company to be at the forefront of ESG metrics. We're always open to conversation and guidance on the utility, effectiveness, and influence of the various data providers and ESG reporting frameworks, controls, and procedures impacting our Company.
Eat Well portfolio companies have helped offset over 96,250 metric tonnes of methane from the atmosphere and saved over 875,000 cows’ lives by producing approximately 1.4 billion plant-based burgers. We have fed our communities, reduced harmful gasses, and saved thousands of hectares from deforestation-related animal agriculture in addition to advancing our charitable work to help drive food and nutrition security with Gleanings for the Hungry®.
|Fundamental Research Corp.
As of January 5, 2022. Disclaimer: Please be aware that any opinions, estimates or forecasts regarding the performance of Eat Well Investment Group Inc. in any research reports do not represent the opinions, estimates or forecasts of Eat Well Investment Group Inc. or of its management.
Eat Well Group (CN: EWG), (US: EWGFF), (FWB: 6BC0), (the “Company”) is a publicly traded investment company with a primary focus of investing its funds for purposes of generating returns from capital appreciation and investment income. It intends to accomplish these goals through the identification of and investment in securities of private and publicly listed entities that are involved in a variety of industries, with a focus on: (i) plant based and alternative foods (ii) wellness and nutrition sciences, and (iii) Environmental, Social and Corporate Governance (ESG) investments.
Investments will be acquired and held for short-term gains, income generation, or long-term capital appreciation, dependent upon the specific investment. The paramount goal of the Company will be to generate maximum returns from its investments. We are primarily through-the-cycle investors deploying permanent capital, with no predetermined exit strategy. Unfettered by short-term performance constraints, we are able to focus on making the long-term commitments necessary to maximize the absolute return on investment and are able to take a patient investment approach with a tolerance for the short-term volatility inherent in investment markets.
While the Company’s focus will be on making investments in businesses that are involved in the above-mentioned sectors, the actual composition of the Company’s investment portfolio will vary over time depending on its assessment of a number of factors, including the performance of its investments, developments in existing and potential markets, and risk assessment. The Company’s investment objectives, investment strategy and investment restrictions may be amended from time to time on the recommendation of the investment committee or senior management and approval by the Board. The Company’s board of directors reserves the right and authority to change the general or specific focus of the Company’s investments over time; and reserves the right to diversify the Company’s portfolio of investments by industry, geography, and investment type without prior announcement or notice being given.
Eat Well’s primary investment focuses include:
- to seek high return investment opportunities by investing directly in a variety of securities or interests of public and private companies and assisting in early-stage projects by providing financial support;
- to identify early-stage opportunities with attractive risk/reward ratios;
- to preserve its capital and limit the downside risk of its capital;
- to achieve a reasonable rate of capital appreciation;
- to minimize the risk associated with each form of investment; and
- to seek liquidity in its investments
To achieve the investment objectives as stated above, while mitigating risk, the Company, when appropriate, shall employ the following disciplines:
- The Company will obtain detailed knowledge of the relevant business in which the investment will be made, as well as the target company (“Investee”)
- The Company will seek to retain management or consultants having specific industry expertise within the industry or sector in which an investment is contemplated or made
- The Company will work closely with the Investee’s management and board, and in some cases, assist in sourcing experienced and qualified persons to add to the board and/or management of the Investee. In certain circumstances, a representative of the Company may be appointed to an Investee’s board
Investments may include:
- Equity, bridge loans, secured loans, unsecured loans, convertible debentures, warrants and options, royalties, streaming investments, net profit interests and other hybrid instruments;
- acquisitions, partnership interests, or joint venture interests with Investees
- acquisition of a business or its assets, directly or via a wholly owned subsidiary, and subsequent managing or assisting in developing the underlying business;
- capital investment in private companies, and assistance in moving them to an acquisition or merger transaction with a larger company or to the public stage through initial public offering, reverse takeover or other liquidity event;
- early stage equity investments in public companies believed to have favourable management and business; and
- where appropriate, acting as a third party advisor for opportunities in target or other companies, in exchange for a
- The Company will have flexibility on the return sought, while seeking to recapture its capital within a reasonable period following the initial investment(s).
- The Company will seek to maintain the ability to actively review and monitor all of its investments on an ongoing basis. Investees will be required to provide continuous disclosure of operations and financial status. From time to time, the Company may insist on board or management representation
- The Company will continually seek liquidity opportunities for its investments, with a view to optimizing the return on its investment; recognizing that no two investments will be alike in terms of the duration held or the best means of exiting
- The Company may acquire interests in Investees within the framework of the above guidelines, which from time to time may result in the Company holding a control or complete ownership position
- The Company may utilize the services of both independent organizations and securities dealers to gain additional information on target investments
Notwithstanding the foregoing, from time to time, the Board may authorize such investments outside of these disciplines as it sees fit for the benefit of the Company and its shareholders. Pending investment of available funds, monies will be held in bank or trust accounts with Schedule A financial institutions.
Principal Targets: All aspects of plant-based nutrition, including alternative food and wellness sectors, food-tech, ag-tech, and entities involved in providing goods or services to these industries.
Composition: The actual composition of the Company’s investment portfolio will vary over time depending on its assessment of a number of factors, including the global development of the plant-based industry. Management will not be bound or restricted as to the geographic, percentage diversity, number of investments, or other restrictive parameters; but may exercise flexibility in its approach to and investment of available funds.
Types: The Company will maintain a flexible position with respect to the form of investments taken, and may employ a wide range of investment instruments, including equity, bridge loans, secured loans, unsecured loans, convertible debentures, warrants and options, joint ventures, partnerships, net profit interests and other hybrid instruments.
Jurisdictions: While initial investments intend to focus on North America, the Company is aware that the industries and sectors in which it intends to invest may become global in nature, and as such anticipates that a material percentage of its investments may be in entities formed in jurisdictions outside of Canada and the United States. This may also include the purchase of securities listed on foreign stock exchanges.
Timing: The timing of the Company’s investments will depend, in part, on available capital at any particular time, and the investment opportunities identified and available to the Company. Subject to the availability of capital, the Company intends to create a suitably diversified portfolio of investments and not retain available cash. Management will not be bound or restricted as to the timing to invest available capital; but will seek to fully deploy available capital in as expeditious a manner as possible.
Notwithstanding the above, the Company must invest at least 60% of its available capital resources in Investees, in accordance with the investment objectives and strategy outline herein, at all times (subject to a reasonable period of time following each raising of additional capital). In the event it fails to meet this requirement for a period of 180 days or more, it will forthwith call a meeting of its shareholders for the purpose of seeking majority of the minority approval (excluding management and insiders) to one of (i) continue to seek investment opportunities in accordance with the investment policies and strategies outlined herein, or (ii) discontinue its operations as an investment company and seek alternative opportunities, or (iii) liquidate and discontinue all operations and return the proceeds therefrom to the minority shareholders as a return of capital or cash dividend.
Size: The Company will not be bound or restricted as to the overall size of its investment portfolio. The Company may raise additional funds continuously for purposes of expanding its investment portfolio; or may choose to limit its size based on available management time or investment opportunities. Nor will the Company be limited as to the size of any particular investment it may make or the percentage interest any one investment may be of the Company’s overall portfolio. As such, the Company may hold a material or majority of its investments in one Investee or a relatively few number of Investees. Further, the Company will not be limited as to the percentage interest it may hold in any Investee, which may result in the Company holding a control position or even complete ownership of an Investee.
Investee Structures: The Company will not be bound or restricted as to the nature or structure of Investees. Investees may be public or private corporations, partnerships, joint ventures or other legal entities.
Compliance: The Company will use its reasonable commercial efforts to ensure that with respect to every investment made by the Company that the Investee is in full compliance with all applicable regulatory requirements enacted by the applicable regulatory authorities in the jurisdiction in which it operates.
Management Participation: The Company may, from time to time, seek a more active role in Investees, and provide such entities with financial and personnel resources, as well as strategic counsel. The Company may also ask for board representation in cases where it makes a significant investment in the Investee. The Company’s nominee(s) shall be determined by the Board as appropriate in such circumstances.
Registration Status: The Company will aim to structure its investments in such a way that the Company is not deemed to be either an investment fund or mutual fund, as defined by applicable securities laws, thereby avoiding the requirement to register as an investment fund manager or investment advisor.
Conflicts of Interest: The Company recognizes that its directors, officers are or may be involved in other financial, investment and professional activities which may on occasion cause a conflict of interest with their duties to the Company. These include serving as directors, officers, promoters, advisers or agents of other public and private companies, including Investees. These persons may also engage in transactions with the Company where any one or more of them is acting in a capacity as financial advisor, broker, intermediary, principal, or counterparty, provided that such transactions are carried out on terms similar to those which would apply in a like transaction between parties not connected with any one of them and such transactions are carried out on normal commercial terms as if negotiated at arm’s length.
The Company has no restrictions with respect to investing in Investees in which a director or member of management may already have an interest.
However, directors and senior officers will be required to disclose any conflicts of interest, including holding any interest in a potential investment. Further, where a conflict is determined to exist, the person having a disclosable interest shall abstain from making further decisions or recommendations concerning such matter, and any potential investments where there is a material conflict of interest involving an employee, officer or director of the Company may only proceed after receiving approval from the disinterested directors of the Board.
The Company will also be subject to “related party” transaction policies of the securities exchange(s) on which its shares are listed for trading. Such policies may require disinterested shareholder approval and valuations for certain investment transactions.
Prior to making any investment commitment, the Company shall adopt procedures for checking for potential conflicts of interest, which shall include but not be limited to a circulation of the names of a potential target corporation and its affiliates to the Board and management.
Procedures and Implementation
The Board may appoint an Investment Committee (the “Committee”) to be responsible for assisting the Board in discharging the Board’s oversight responsibilities relating to investment opportunities. These individuals would be expected to have a broad range of business experience and their own networks of business partners, financiers, venture capitalists and finders through whom potential investments may be identified.
If appointed, prospective investments will be channeled through the Committee. The Committee will make an assessment of whether each proposal fits with the investment and corporate strategy of the Company in accordance with the investment objectives and strategy set out herein, and then proceed with preliminary due diligence, leading to a decision to reject or move the proposal to the next stage of detailed due diligence. This process may involve the participation of outside professional consultants.
The Company will seek to obtain detailed knowledge of the Investee and its business including its management team, quality of asset(s), and associated risks, as applicable.
Once a decision has been reached to recommend investing in a particular situation, a summary of the rationale behind the investment decision will be prepared by the Committee and submitted to the Board. This summary is expected to include, among other things, the estimated return on investment, timeline of investment, guidelines against which future progress can be measured, and risks associated with the investment.
All investments will be submitted to the Board for final approval. The Committee will monitor the Company’s investment portfolio on an ongoing basis, and will be subject to the direction of the Board. The Committee will present an overview of the state of the investment portfolio to the Board on a quarterly basis.
The representative(s) of the Company involved in negotiating the structure of the Company’s investment will be determined in each case by the circumstances of the investment opportunity.
The Company’s investment objectives, investment strategy and investment restrictions may be amended from time to time on the recommendation of the investment committee or senior management and approval by the Board.
The Company does not anticipate the declaration of dividends to shareholders during its initial stages and plans to reinvest the profits of its investments to further the growth and development of the Company’s investment portfolio. As part of the Company’s overall objective of maximizing returns on its investments, it will seek to maximize value to its shareholders. As such the declaration and payment of dividends to shareholders may become a priority once Company has achieved steady or continuous cash flow from its investments.
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