This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, broker, bank manager, lawyer or other professional advisor.
The Offer has not been approved or disapproved by any
securities regulatory authority nor has any securities
regulatory authority passed upon the fairness or merits of the
Offer or upon the adequacy of the information contained in this
document. Any representation to the contrary is unlawful.
NOTICE OF EXTENSION AND VARIATION
by
4307003 Canada Inc., a wholly-owned subsidiary of
CONSTELLATION BRANDS, INC.
to its
Offer to Purchase all of the outstanding Common Shares and associated Poison Pill Rights
of
VINCOR INTERNATIONAL INC.
for the increased price of CDN$33.00 in cash per Common Share
and associated Poison Pill Right
4307003 Canada Inc. (the Offeror) hereby gives
notice that it is amending its Offer to Purchase dated
October 19, 2005 to purchase all of the outstanding Common
Shares and associated Poison Pill Rights of Vincor International
Inc. (Vincor or the Company), as amended
by Notice of Change in Information dated October 26, 2005
(the Offer), in order to (i) increase the
consideration payable under the Offer to $33.00 cash per Common
Share and associated Poison Pill Right; and (ii) extend the
Offer.
The Offer, as hereby amended, will be open for acceptance
until midnight (Toronto time) on December 8, 2005, unless
extended.
Despite repeated attempts since early September 2005, the
Offeror has been unable to negotiate a transaction with
Vincors board of directors. On November 25, 2005 the
Offeror communicated to Vincors board of directors that
following confirmatory due diligence, the results of which are
satisfactory to the Offeror, it would be prepared to offer
$35.00 cash per share in a transaction supported by
Vincors board of directors pursuant to which Vincor would
provide customary cooperation. That proposal was rejected by
Vincors board of directors.
Unless (i) Vincors board of directors is prepared
to support an offer of $35.00 cash per share and provide
customary cooperation and (ii) the Offeror is provided with
an opportunity to complete confirmatory due diligence, the
results of which are satisfactory to the Offeror, the enhanced
price of $33.00 per Common Security is the Offerors best
and final offer.
This Notice of Extension and Variation should be read in
conjunction with the Offer to Purchase and accompanying Circular
dated October 19, 2005, as amended by Notice of Change in
Information dated October 26, 2005.
Shareholders who have validly deposited and not withdrawn
their Common Shares need take no further action to accept the
Offer. Shareholders wishing to accept the Offer must
properly complete and duly execute the Letter of Acceptance and
Transmittal (printed on blue paper) previously provided to
Shareholders or a facsimile thereof and deposit it, together
with certificates representing their Common Shares and Poison
Pill Rights, in accordance with the instructions in the Letter
of Acceptance and Transmittal. Shareholders certificates
for their Common Shares represent both their Common Shares and
Poison Pill Rights unless Poison Pill Rights Certificates have
been issued by the Company. Alternatively, Shareholders may
follow the procedures of guaranteed delivery set forth in
Section 3 of the Offer to Purchase, Manner of
Acceptance Procedure for Guaranteed
Delivery, using the Notice of Guaranteed Delivery
(printed on green paper) previously provided to Shareholders or
a facsimile thereof. Persons whose Common Shares and Poison Pill
Rights 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 TD Securities Inc. and TD Securities (U.S.A.) LLC (the Dealer Managers) and to the Depositary, and additional copies of this document, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery may be obtained without charge upon request from those persons at their respective offices shown on the last page of the Letter of Acceptance and Transmittal.
TO: THE HOLDERS OF COMMON SHARES OF VINCOR
This Notice of Extension and Variation amends and supplements the Offer to Purchase and Circular dated October 19, 2005, as amended by Notice of Change in Information dated October 26, 2005 (together, the Original Offer), of the Offeror pursuant to which the Offeror is offering to purchase, on the terms and subject to the conditions contained therein, all of the issued and outstanding Common Shares and associated Poison Pill Rights. Unless the context otherwise requires, capitalized terms not defined herein have the meanings set forth in the Original Offer.
Except as otherwise set forth in this Notice of Extension and Variation, the terms and conditions previously set forth in the Original Offer continue to be applicable in all respects. This Notice of Extension and Variation should be carefully read in conjunction with the Original Offer, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery.
All references to the Offer in the Original Offer, the Letter of Acceptance and Transmittal, the Notice of Guaranteed Delivery and this Notice of Extension and Variation mean the Original Offer, as hereby amended.
1. Increase in Price Offered for Common Securities
The Offeror has amended the Original Offer by increasing the consideration payable under the Offer to $33.00 cash per Common Share and associated Poison Pill Right. Assuming that all of the conditions of the Offer are satisfied or waived, all Shareholders whose Common Securities are taken up under the Offer, including those Shareholders who have already deposited their Common Securities to the Offer, will receive the increased price for their Common Securities.
The increased Offer price represents a 40.6% premium over the closing trading price of the Common Shares of $23.47 on the TSX on September 27, 2005, the last day during which the Common Shares were traded prior to announcement of Constellations proposal, and a 43.4% premium to the average closing price of the Common Shares of $23.02 on the TSX for the 20-day-trading period ending on that date.
2. Extension of the Offer
The Offeror has varied the Original Offer by extending the Expiry Time from 5:00 p.m. (Toronto time) on November 28, 2005 to midnight (Toronto time) on December 8, 2005. Accordingly, the definition of Expiry Time in the Original Offer is amended to read in full as follows:
Expiry Time means midnight (Toronto time) on December 8, 2005 or such later time and date as may be fixed by the Offeror from time to time pursuant to Section 5 of the Offer to Purchase, Extension and Variation of the Offer; |
3. Withdrawal of Deposited Securities
Shareholders have the right to withdraw Common Securities deposited pursuant to the Offer and not taken up under the circumstances and in the manner described in Section 6 of the Offer to Purchase, Withdrawal of Deposited Securities.
4. Take-Up of Deposited Securities
Upon the terms and subject to the conditions of the Offer, the Offeror will take up the Common Securities validly deposited under the Offer (and not withdrawn pursuant to Section 6 of the Offer to Purchase, Withdrawal of Deposited Securities) not later than 10 days after the Expiry Time, subject to applicable laws, and will pay for the Common Securities taken up as soon as possible, but in any event not later than three (3) business days after taking up the Common Securities. See Section 7 of the Offer to Purchase, Payment of Deposited Securities.
5. Variations to the Original Offer
The Original Offer shall be read as amended in order to give effect to the specified amendments set forth in this Notice of Extension and Variation.
6. Directors Approval
The contents of this Notice of Extension and Variation have been approved, and the sending, communication or delivery thereof to the Shareholders has been authorized, by the board of directors of the Offeror.
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7. Offerees Statutory Rights
Securities legislation in certain of the provinces and
territories of Canada provides securityholders of the Company
with, in addition to any other rights they may have at law,
rights of rescission or damages, or both, if there is a
misrepresentation in a circular or notice that is required to be
delivered to such securityholders. However, such rights must be
exercised within prescribed time limits. Shareholders should
refer to the applicable provisions of the securities legislation
of their province or territory for the particulars of those
rights or consult with a lawyer.
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Certificate of 4307003 Canada Inc.
The foregoing contains no untrue statement of a material fact
and does not omit to state a material fact that is required to
be stated or that is necessary to make a statement not
misleading in the light of the circumstances in which it was
made. In addition, the foregoing does not contain any
misrepresentation likely to affect the value or the market price
of the Common Shares which are the subject of the Offer, as
varied by this Notice of Extension and Variation.
(Signed) F. Paul Hetterich Chief Executive Officer |
(Signed) Thomas S. Summer Chief Financial Officer |
On behalf of the Board of Directors of
(Signed) Richard Sands Director |
(Signed) Robert Sands Director |
Certificate of Constellation Brands, Inc.
The foregoing contains no untrue statement of a material fact
and does not omit to state a material fact that is required to
be stated or that is necessary to make a statement not
misleading in the light of the circumstances in which it was
made. In addition, the foregoing does not contain any
misrepresentation likely to affect the value or the market price
of the Common Shares which are the subject of the Offer, as
varied by this Notice of Extension and Variation.
(Signed) Richard Sands Chairman and Chief Executive Officer |
(Signed) Thomas S. Summer Executive Vice President and Chief Financial Officer |
On behalf of the Board of Directors of
(Signed) James A. Locke III Director |
(Signed) Robert Sands Director |
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