CONSTELLATION
BRANDS IS COMMENCING
A
CASH
TAKEOVER BID FOR VINCOR INTERNATIONAL
FAIRPORT,
N.Y., Oct. 18, 2005 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR)
today announced that it is commencing a cash takeover bid (the “offer”) for all
of the outstanding common shares of Vincor International Inc. (TSX: VN) for
C$31.00 (US$26.45) per share.
“We
are convinced
that our C$31 per share cash offer is fully priced based on the information
available to us, and is the best alternative for Vincor’s shareholders, in terms
of both value and certainty,” said Richard Sands, Constellation Brands chairman
and chief executive officer. “Our offer represents a 39 percent premium to
Vincor’s closing share price on Sept. 8, 2005, the day before we first proposed
to acquire Vincor in a negotiated transaction. It provides substantial value
to
Vincor shareholders at a level well beyond what we believe Vincor could achieve
on its own in the increasingly competitive global wine industry.”
"Vincor’s
management and board of directors have rejected our efforts to complete a
negotiated transaction.” Sands added, “If an auction process exists, as Vincor
announced, we have been excluded from it. If Vincor has provided information
to
any other parties, we are entitled to the same information as any other bidder.
By making this offer, we are ensuring Vincor’s shareholders have the right to
choose an opportunity to realize superior, immediate and certain value for
their
shares.”
“We
believe
Constellation is the best buyer for Vincor and that it is in the best interests
of Vincor’s shareholders, employees, suppliers and customers to consummate a
transaction as soon as possible to limit any degradation of the business
that
may be caused by management prolonging this period of uncertainty,” stated
Sands.
Constellation
noted
that its offer has been unanimously approved by its Board of Directors.
Constellation’s offer is not conditional on financing or the completion of due
diligence. The Company has received commitments for an all-debt financing
that
is sufficient to consummate the transaction.
Constellation
expects the offer to commence on Thurs., Oct. 20, 2005, and it is scheduled
to
expire at 5:00 p.m. Toronto time on Mon., Nov. 28, 2005, unless extended.
The
offer contains certain conditions that are customary to transactions of this
nature, including the valid tender, and non-withdrawal, of at least 66-2/3%
of
Vincor’s common shares and receipt of required regulatory consents and
approvals.
1
Citigroup
Global
Markets Inc. is Constellation’s financial advisor for the offer. Osler,
Hoskin & Harcourt LLP, Wachtell, Lipton, Rosen & Katz and Nixon Peabody
LLP are the Company’s legal counsel. The information agent for the offer is
Innisfree M&A Incorporated which may be contacted toll-free at
1-877-825-8772 (English speakers) or 1-877-825-8777 (French speakers). (Banks
and brokers may call collect at 212-750-5833).
Investor
Presentation and Conference Call
Constellation
is
posting a presentation related to the offer on its web site: www.cbrands.com
under “Investors.” Constellation’s presentation is also being filed with the SEC
and will be available at the SEC’s web site: www.sec.gov.
A
conference call to discuss Constellation’s offer has been scheduled for Wed.,
Oct. 19, 2005, at 10:00 a.m. (Eastern). The conference call can be accessed
by
dialing (866) 425-6192 (U.S. dial-in) or (973) 582-2741 (international dial-in)
and referencing conference ID number 6620111 beginning 10 minutes prior to
the
start of the call. A live listen-only web cast of the conference call, together
with a copy of this media release, is available on the Internet at
Constellation’s web site: www.cbrands.com under “Investors.”
Letter
to Vincor Board
Constellation
today
sent the following letter to Mark L. Hilson, Chairman of the Board of Vincor,
Donald L. Triggs, President and CEO of Vincor and Vincor’s Board of
Directors:
October
18,
2005
Mr.
Mark L.
Hilson
Chairman
of the
Board
c/o
Onex
Corporation
161
Bay
Street
P.O.
Box
700
Toronto,
Ontario
M5J 2S1
Mr.
Donald L.
Triggs
President
and
CEO
Vincor
International Inc.
441
Courtneypark
Drive East
Mississauga,
Ontario L5T 2V3
Dear
Mark and
Don:
We
are writing you to inform that we are commencing a cash takeover bid for
all of
the outstanding shares of Vincor International Inc. (“Vincor”) for C$31.00 per
share.
Based
on the
information available to us, we believe that our offer is both fully priced
and
the best alternative available to your shareholders in terms of value and
certainty. This price is a 39% premium to the closing price on September
8,
2005, the day before I first met with Don and proposed to acquire Vincor.
2
It
has been six weeks since our initial proposal to acquire Vincor. You have
rejected our efforts to complete a negotiated transaction. Our financial
advisors have spoken with your financial advisors and the path forward remains
unclear. If a process exists, we have been excluded from it. If you have
provided information to other parties, we are entitled to the same information.
Given the absence of any progress, we feel compelled to make our offer available
directly to your shareholders, so they can accept this opportunity to realize
superior, immediate and certain value for their shares.
We
disagree with a significant amount of the information contained in the investor
presentation that you have disclosed on your web site. In particular, we
disagree with your assertion that Constellation, or any other buyer for that
matter, would be able to realize synergies of up to C$150 million. In our
view,
the so-called synergies that you have outlined are completely unrealistic.
We
remain very concerned that your assertions regarding prospective synergies,
when
combined with the prospects of a drawn-out search for alternatives, may
destabilize your workforce, key distributor relationships and other business
partners. If this prolonged period of uncertainty causes a decrease in the
value
of the business, and our offer has not been accepted before it expires, we
may
not be willing to continue to offer C$31.00 per share to your
shareholders.
We
believe that it is in the best interests of your shareholders, suppliers,
customers, business partners and employees to eliminate this uncertainty
as
quickly as possible. We feel strongly that we are the best buyer for Vincor.
We
have attached a presentation to this letter which will be posted on our web
site
that elaborates on the points set forth herein. If you have any questions
about
our offer, or if you wish to discuss how we can conclude a transaction that
is
in the best interests of your shareholders, please do not hesitate to call
me.
Sincerely,
Richard
Sands
Chairman
of the
Board
and
Chief Executive
Officer
Constellation
Brands, Inc.
CC:
Members of the
Vincor Board of Directors
About
Constellation
Constellation
Brands, Inc., is a leading international producer and marketer of beverage
alcohol brands with a broad portfolio across the wine, spirits and imported
beer
categories. Well-known brands in Constellation’s portfolio include: Corona
Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl,
Tsingtao, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson Grande Amber
Brandy, Chi-Chi’s, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert Mondavi,
Hardys,
Nobilo, Alice White, Ruffino, Robert Mondavi Private Selection, Blackstone,
Ravenswood, Estancia, Franciscan Oakville Estate, Simi and Robert Mondavi
Winery
brands. For additional information about Constellation, as well as its product
portfolio, visit the company’s Web site at www.cbrands.com.
3
Forward
Looking Statements
This
press release
contains "forward-looking statements" within the meaning of Section 27A of
the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.
These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond Constellation’s control, that could
cause actual results to differ materially from those set forth in, or implied
by, such forward-looking statements. All statements other than statements
of
historical facts included in this press release are forward-looking statements.
All forward-looking statements speak only as of the date of this press release.
Constellation undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
There can be no assurance that any transaction between Constellation and
Vincor
will occur, or will occur on the timetable contemplated hereby. For additional
information about risks and uncertainties that could adversely affect
Constellation’s forward-looking statements, please refer to Constellation’s
Annual Report on Form 10-K for the fiscal year ended February 28, 2005 and
Constellation’s Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 2005.
#
#
#