CANANDAIGUA WINE COMPANY, INC. ANNOUNCES THE SIGNING OF A DEFINITE ASSET SALE AGREEMENT TO ACQUIRE THE ASSETS AND BUSINESS OF VINTNERS INTERNATIONAL COMPANY, INC.
CANANDAIGUA, N.Y., Sept. 15 /PRNewswire/ -- Canandaigua Wine Company, Inc., ("Canandaigua" or the "company") (NASDAQ: WINEA, WINEB, WINEG) announced today that it has entered into a definitive agreement to purchase substantially all of the assets and business of Vintners International Company, Inc. ("Vintners"), the fifth largest wine producer in the United States. Its principal brands include Paul Masson, Taylor California Cellars, Taylor New York, Deer Valley, St. Regis (non-alcoholic) and Great Western. The company previously announced on July 1, 1993, an agreement in principle to acquire Vintners' assets and business. Under the terms of the purchase agreement, Canandaigua estimates that it will pay to Vintners at closing approximately $143 million and will issue to Vintners and its designees options to purchase an aggregate of 500,000 shares of Canandaigua's Class A Common Stock, par value, $.01 per share, at an exercise price of $18.25 per share. Canandaigua will also assume certain ongoing operating liabilities of Vintners, but will not assume any of Vintners' obligations to its lenders. Approximately $10 million of the acquisition price relates to the purchase of grapes from the 1993 harvest which is currently in process. The company does not expect that the transaction will result in any significant goodwill for its accounting purposes. Vintners' net sales for its fiscal year ended July 31, 1993, were approximately $156 million versus $178 million for its prior fiscal year and its earnings before interest, taxes, depreciation and amortization were approximately $8.9 million and $18.4 million, respectively, for 1993 and 1992. Vintners' aggregate depreciation and amortization for each of fiscal year 1993 and 1992 was approximately $8.3 million. The transaction is expected to close in mid-October, and the Agreement is subject to certain conditions for closing, including the funding of the transaction pursuant to lending commitments which have been obtained. The acquisition is expected to be financed by amending credit facilities previously arranged through The Chase Manhattan Bank (National Association) ("Chase") and by additional loans provided from Chase. Based upon historical production statistics, and assuming consummation of the acquisition, when Vintners and Canandaigua's wine businesses are combined, Canandaigua will be the second largest wine producer in the United States. Vintners' strong California table wine business with such well-known brands as Paul Masson, Taylor California Cellars and Deer Valley along with its Taylor New York and Great Western premium champagnes, dessert and table wines will complement and strengthen Canandaigua's wine portfolio. Canandaigua is currently the third largest wine producer in the United States, and, after giving effect to its recent acquisition of Barton Incorporated, is the fourth largest marketer of imported beers and eighth largest producer and marketer of distilled spirits in the United States. The company's principal brands include Corona beer, Richard's Wild Irish Rose wines, Cook's sparkling wines, St. Pauli Girl beer, Cisco wines, Cribari wines, Manischewitz wines, Barton Gin and Vodka, Tsingtao beer, Ten High Bourbon and Montezuma Tequila. -0- 9/15/93 /CONTACT: Beverly Jedynak of Martin E. Janis & Company, Inc., 312-943-1100, for Canandaigua Wine Company, or Lynn Fetterman of Canandaigua Wine Company, 716-394-7900/ (WINEA WINEB WINEG)
CO: Canandaigua Wine Company, Inc.; Vintners International Company Inc. ST: New York IN: FOD SU: TNM
AR-BM -- CL006 -- 2081 09/15/93 08:46 EDT
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|Date:||Sep 15, 1993|
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