Exhibit 99.3
The Dealer Managers, the Depositary, the Information
Agent, your broker or other financial advisor can assist you in
completing this Notice of Guaranteed Delivery.
THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
FOR DEPOSIT OF COMMON SHARES
OF
VINCOR INTERNATIONAL INC.
Pursuant to the Offer dated October 19, 2005
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL
5:00 P.M.
(TORONTO TIME) ON MONDAY, NOVEMBER 28, 2005 UNLESS
THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery must be used to accept the
offer to purchase dated October 19, 2005 (the
Offer) made by 4307003 Canada Inc. (the
Offeror), a wholly-owned subsidiary of Constellation
Brands, Inc., to holders of common shares (the Common
Shares) of Vincor International Inc. if certificates for
the Common Shares are not immediately available or time will not
permit all required documents to reach the Depositary at or
prior to the Expiry Time, 5:00 p.m. (Toronto time) on
Monday, November 28, 2005). This Notice of Guaranteed
Delivery may be delivered by hand, by courier or by mail or may
be transmitted by facsimile transmission to the office of the
Depositary in Toronto at the address or facsimile number, as
applicable, set out below.
The terms and conditions of the Offer are incorporated by
reference in this Notice of Guaranteed Delivery. Capitalized
terms used but not defined in this Notice of Guaranteed Delivery
which are defined in the Offer to Purchase and Circular dated
October 19, 2005 shall have the meanings set out in the
Offer to Purchase and Circular.
TO: The Depositary, CIBC Mellon Trust Company
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By Mail:
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
Attention: Corporate Actions |
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By Hand or by Courier:
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L 1G9
Attention: Corporate Actions |
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By Facsimile Transmission:
(416) 643-3148 |
Delivery of this Notice of Guaranteed Delivery to an address
other than the address set forth above or transmission of this
Notice of Guaranteed Delivery via facsimile to a number other
than the number set forth above does not constitute a valid
delivery.
This Notice of Guaranteed Delivery is not to be used to
guarantee signatures. If a signature on the Letter of Acceptance
and Transmittal is required to be guaranteed by an Eligible
Institution under the instructions, such signature must appear
in the applicable space provided in the signature box in the
Letter of Acceptance and Transmittal.
DO NOT SEND CERTIFICATES FOR COMMON SHARES WITH THIS NOTICE
OF GUARANTEED DELIVERY. CERTIFICATES FOR COMMON SHARES MUST BE
SENT WITH YOUR LETTER OF ACCEPTANCE AND TRANSMITTAL.
TO: 4307003
CANADA INC.
AND TO: CIBC MELLON TRUST
COMPANY
The undersigned hereby deposits with the Offeror, upon the terms
and subject to the conditions set forth in the Offer and in the
related Letter of Acceptance and Transmittal, receipt of which
is hereby acknowledged, the Common Shares listed below, pursuant
to the guaranteed delivery procedure set forth in Section 3
of the Offer to Purchase, Manner of
Acceptance Procedure for Guaranteed
Delivery.
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Certificate Number |
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Name and Address of Shareholder |
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Number of Common Shares |
(if available) |
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(please print) |
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Deposited |
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Area Code and Telephone Number (daytime): |
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(Signature of Shareholder) |
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(Please Print Name of Shareholder) |
GUARANTEE
(Not to be used for signature guarantee)
The
undersigned, a Canadian Schedule 1 chartered bank, a major
trust company in Canada, a member of the Securities Transfer
Association Medallion Program (STAMP), a member of the Stock
Exchange Medallion Program (SEMP) or a member of the New York
Stock Exchange Inc. Medallion Signature Program (MSP) (members
of these programs are usually members of a recognized stock
exchange in Canada or the United States, members of the
Investment Dealers Association of Canada, members of the
National Association of Securities Dealers or banks and trust
companies in the United States), guarantees delivery to the
Depositary at its address in Toronto set forth herein of the
certificate(s) representing the Common Shares deposited hereby,
in proper form for transfer, in either case with delivery of a
properly completed and duly executed Letter of Acceptance and
Transmittal or a manually signed facsimile thereof, and all
other documents required by the Letter of Acceptance and
Transmittal, all prior to 5:00 p.m. (Toronto time) on the
third trading day on the TSX after the Expiry Time.
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(Name of Firm) |
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(Authorized Signature) |
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(Please Print Name) |
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(Address) |
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Dated: |
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(Area
Code and Telephone Number) |