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CoolBrands International Inc. Obtains Interim Order for Plan of Arrangement

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  Published in House and Home on Friday, September 24th 2010 at 14:10 GMT by Market Wire
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TORONTO, Sept. 24 /CNW/ - CoolBrands International Inc. (TSX:COB) ("CoolBrands") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing CoolBrands to, among other things, call a special meeting of its shareholders (the "Special Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the "Plan of Arrangement"). On August 18, 2010, CoolBrands announced that it had entered into a merger agreement with Swisher International, Inc. ("Swisher") setting out, among other things, the terms under which the proposed merger transaction will be undertaken. Under the transaction, all of the outstanding common shares of Swisher will be exchanged for 57,789,630 CoolBrands common shares (the "Consideration Shares").

The Special Meeting to approve the Plan of Arrangement will be held at 10:00 a.m. (Toronto time) on October 27, 2010, at the Holiday Inn, 7059 Woodbine Avenue, Markham, Ontario. The record date for determining the holders of common shares of CoolBrands that will be entitled to receive notice of and to vote at the Special Meeting is September 7, 2010. The special resolution approving the Plan of Arrangement must be approved by at least 66 2/3% of the votes cast by shareholders represented in person or by proxy at the Special Meeting. CoolBrands' board of directors has unanimously recommended that holders of CoolBrands shares vote in favour of the Plan of Arrangement and the issuance of the Consideration Shares.

The Notice of Special Meeting, Management Information Circular, Form of Proxy and Letter of Transmittal with respect to the Plan of Arrangement and merger are expected to be mailed to holders of common shares of CoolBrands later this month. Copies of these documents will also be available 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 CoolBrands, 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 CoolBrands as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of CoolBrands 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) that the proposed transaction will be completed in accordance with the terms and conditions of the merger agreement; (2) the accuracy of management's assessment of the effects of the successful completion of the proposed transaction; (3) the trading price of CoolBrands' common shares; and (4) there being no significant disruptions affecting CoolBrands' 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, including the risk that the proposed merger transaction will not be completed for any reason. CoolBrands disclaims any intention or obligation to update or revise any forward-looking statements, except to the extent required by applicable law.

About Swisher International, Inc.

Swisher International, Inc. provides hygiene solutions to customers throughout much of North America and internationally through its global network of 64 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 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.

About CoolBrands International Inc.

CoolBrands International Inc. is a TSX-listed company that was focused on marketing and selling a broad range of ice creams, frozen snacks and fresh yogurt products under national and international brand names. The company also established an extensive franchise network in Canada, the United States and in over 80 foreign countries for frozen yogurt and ice cream stores and family style restaurants. Starting in late 2005, CoolBrands sold its operating businesses and currently is looking to profit from its financial holding by searching out, investigating and investing in enterprises that are expected to provide long-term positive return for its shareholders.

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