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CONSTELLATION
QUESTIONS VINCOR BOARD’S REJECTION OF $31 PER SHARE CASH
OFFER
FAIRPORT,
N.Y., Nov. 4, 2005 --
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) today questioned the
recommendation made by the Board of Directors of Vincor International Inc.
(TSX:
VN) that shareholders reject Constellation’s $31 per share cash offer.
“Vincor
shareholders have every right to be disappointed with the action - or inaction
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of their Board of Directors,” said Richard Sands, Constellation Brands’
chairman. “It has been almost two months since we approached Vincor with a
proposal and more than a month since we announced we were prepared to pay
$31
(Canadian) per share in cash. In all that time, the Vincor Board has failed
to
demonstrate concrete steps to deliver maximum value to its
shareholders.”
“Vincor’s
Board remains entrenched in the position it took even before we announced
our
$31 per share cash offer. Its reasons were flawed then and are flawed now,
yet
Vincor’s Board continues to reject the only existing value-enhancing alternative
for its shareholders,” Sands continued. “The Vincor Board’s response to
Constellation is not based on performance but only on their expectations,
their
plans and prospects that only they can see.”
Vincor’s
shareholders should be asking their Board and management these
questions:
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Where
would Vincor shares be trading in the absence of the Constellation
offer?
Prior to the announcement of the Constellation proposal, Vincor
shares
were trading in the low $20s and heading lower. Its recent financial
performance, including declining operating income, continues a
long trend
of being below market expectations.
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Why
does Vincor continue to underperform?
Constellation agrees with Vincor’s admission, in announcing its most
recent results, that Vincor’s profitability is not acceptable. The
contribution of Vincor’s smaller-scale international operations continues
to be weak and sales in its core Canadian market grew by only six
percent.
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Has
the Board found anyone willing to pay more for Vincor than Constellation’s
offer? Constellation’s
offer of $31 per share in cash, which offers full and fair value
as well
as the certainty of cash and an established closing date, remains
the best
and only alternative available to Vincor’s shareholders.
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Why
has Vincor’s Board excluded Constellation from its so-called value
maximizing process -- especially after admitting that Constellation
is the
best bidder for Vincor’s assets? Vincor’s
Board has claimed to be pursuing alternatives to maximize shareholder
value but has continuously refused to provide information to Constellation
that could achieve that goal.
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“The
question Vincor shareholders should ask themselves is simply whether they
choose
to benefit from Constellation’s immediate all-cash offer or accept the continued
risk and uncertainty of the Board’s promises,” Sands said. “Throughout this
process, Constellation has been clear, fair and accessible -- in stark contrast
to Vincor. We believe that the entrenched position of Vincor’s Board and
management threatens their suppliers, customers, business partners, employees,
and most especially, Vincor’s shareholders.”
As
previously announced, Constellation commenced its cash takeover bid on Thursday,
October 20, 2005, and the offer expires at 5:00 p.m. Toronto time on Monday,
November 28, 2005, unless extended. Constellation’s offer is not conditional on
financing or the completion of due diligence but contains certain customary
conditions, 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.
Further
information is available for Vincor shareholders by contacting the information
agent for the offer, Innisfree M&A Incorporated 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).
About
Constellation
Constellation
Brands, Inc. is a leading international producer and marketer of beverage
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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 Brands, as
well as
its product portfolio, visit the company's Web site at www.cbrands.com.
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.
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