EXHIBIT 99.1
Published on December 7, 2005
EXHIBIT
99
[LOGO] CONSTELLATION
| NEWS RELEASE |
CONTACTS
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Media
Relations:
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Mike
Martin -
585-218-3669
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John
Lute -
416-929-5883
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Investor
Relations:
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Lisa
Schnorr
- 585-218-3677
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Bob
Czudak -
585-218-3668
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Constellation
Brands’ C$33.00 Per Share
Offer
for Vincor International Expires December 8
FAIRPORT,
N.Y., Dec. 7, 2005 --
Constellation
Brands, Inc. (NYSE: STZ, ASX: CBR) today reminded shareholders of Vincor
International Inc. (TSX: VN) that its C$33.00 cash per share offer for all
of
Vincor’s common shares expires at the end of the day Thursday, December 8
(midnight Eastern time).
In
deliberating the merits of tendering their shares to the offer, Vincor
shareholders should consider:
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C$33
per
share represents a 48 percent premium above the closing price of
Vincor’s
common shares on the Toronto Stock Exchange (TSX) on Sept. 8, 2005,
the
day before Constellation first proposed a transaction to Vincor.
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Constellation
indicated to Vincor’s board that it would offer C$35 cash per share
subject to usual and customary terms, including confirmatory due
diligence
and agreement by the Vincor board that it would support the offer
and
provide cooperation throughout the completion of the acquisition.
Vincor’s
board has refused to engage in discussions about any aspect of
Constellation’s C$35 cash per share proposal. The proposal was made in
good faith, and was summarily rejected by Vincor’s board solely on the
basis that the price was insufficient. No discussions have taken
place
between the two companies since this offer was
made.
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No
alternative transaction - superior or otherwise - has emerged in
the three
months since the Vincor board was approached by Constellation.
As a result
of the Vincor board’s refusal to consider cooperation, the only offer
available to its shareholders is Constellation’s C$33 per share cash
offer.
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There
can be
no assurance that, in the absence of Constellation’s offer, Vincor shares
will not return to their pre-Sept. 8, 2005, trading levels. At
that time,
Vincor shares were trading in the C$22 range and trending
lower.
Vincor’s
shares had lost 38 percent of their value in nine months
and the median of analysts’ 12- to 18-month price targets for Vincor was
C$27 per share.
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The
decision
facing Vincor shareholders remains the choice between accepting
a
substantial cash premium from Constellation or accepting a very
uncertain
future for Vincor in a challenging global
industry.
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Vincor
shareholders
who wish to accept Constellation’s offer must properly complete and duly execute
a Letter of Acceptance and Transmittal or a facsimile thereof and deposit
it,
together with certificates representing their Vincor shares, in accordance
with
the instructions in the Letter of Acceptance and Transmittal. Alternatively,
Vincor shareholders may follow the procedures for guaranteed delivery set
forth
in Section 3 of the Offer to Purchase dated Oct. 19, 2005. Vincor shareholders
whose shares are registered in the name of a broker, dealer, bank, trust
company
or other nominee should contact such registered holder for assistance if
they
wish to accept the offer.
Questions
and
requests for assistance may be directed to the Information Agent, Innisfree
M&A Incorporated, toll-free at 1-877-825-8772 (English speakers) or
1-877-825-8777 (French speakers) or to the depositary, CIBC Mellon Trust
Company, toll-free at 1-800-387-0825 or the dealer managers, TD Securities
Inc.
at (416) 307-3752 and TD Securities (U.S.A.) LLC at
(212) 827-7565.
About
Constellation Brands
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, Robert Mondavi Winery
brands and Opus One. For additional information about Constellation
Brands, as well as its product portfolio, visit the company's Web site at
www.cbrands.com.
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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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