KITCHENER, ON, March 7, 2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo Brewing") (TSX: WBR) is pleased to announce the completion of its previously announced arrangement involving Carlsberg Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Carlsberg Breweries A/S (the "Parent"), pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement became effective at 12:01 a.m. (Toronto Time) on March 7, 2023 (the "Effective Time").
Pursuant to the terms of the Arrangement, each holder of common shares in the capital of Waterloo Brewing ("Common Shares") received, for each Common Share held immediately prior to the Effective Time, $4.00 in cash per share (without interest) (the "Consideration"), and holders of outstanding in-the-money options to purchase Common Shares ("Options") received, for each in-the-money Option held immediately prior to the Effective Time, an amount equal to the product obtained by multiplying: (i) the amount by which the Consideration exceeded the exercise price per Common Share of such Option by (ii) the number of unexercised Common Shares underlying each such Option.
The Common Shares are expected to be de-listed from the Toronto Stock Exchange on or about March 8, 2023 and applications will be made for Waterloo Brewing to cease to be a reporting issuer and an offering corporation.
Waterloo Brewing shareholders who have questions or who require assistance with depositing their Common Shares in connection with the Arrangement may contact Computershare Investor Services Inc. toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at firstname.lastname@example.org.
Full details of the Arrangement are set out in the arrangement agreement dated December 14, 2022 between Waterloo Brewing, the Purchaser and the Parent, which has been filed by Waterloo Brewing under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement is contained in Waterloo Brewing's management information circular dated January 23, 2023 (the "Circular") prepared in connection with the special meeting of shareholders and optionholders of Waterloo Brewing held on February 23, 2023 and filed by Waterloo Brewing under its profile on SEDAR at www.sedar.com. All shareholders and optionholders are urged to read the Circular as it contains additional important information concerning the Arrangement.
Carlsberg Canada Inc.
Immediately before the completion of the Arrangement, the Purchaser (1425 North Service Road East, Suite 102, Oakville, Ontario, Canada, L6H 1A7) did not own or control, directly or indirectly, any Common Shares. Immediately after the completion of the Arrangement, the Purchaser owned 35,919,514 Common Shares, representing 100% of the outstanding Common Shares.
An early warning report will be filed by the Purchaser in accordance with applicable securities laws and will be available under Waterloo Brewing's profile at www.sedar.com or may be obtained directly from Waterloo Brewing upon request by contacting Waterloo Brewing at the contact information below or by mailing Waterloo Brewing at its head office: Waterloo Brewing Ltd., 400 Bingemans Centre Drive Kitchener, Ontario, N2B 3X9.
Benbrick Holdings Inc.
Prior to the completion of the Arrangement, Benbrick Holdings Inc. ("Benbrick") beneficially owned, or exercised control or direction over, 7,483,215 Common Shares, representing approximately 20.83% of the outstanding Common Shares. In connection with the completion of the Arrangement, Benbrick disposed of all of the Common Shares it held for $4.00 per share and received consideration in the aggregate amount of $29,932,860.
Immediately prior to the completion of the Arrangement, a corporate reorganization involving the direct and indirect shareholders of Benbrick was completed pursuant to which Stan Dunford, a director of the Company, acquired indirect control of Benbrick, which was previously indirectly controlled by Peter Schwartz, a director of the Company.
A copy of the early warning report to be filed by Benbrick with the applicable securities commissions pursuant to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be made available on SEDAR at www.sedar.com.
Benbrick is a corporation existing under the laws of Ontario and its head office is located at Suite 2100, Scotia Plaza, 40 King Street West, Toronto Ontario, M5H 3C2. To obtain a copy of the early warning report filed by Benbrick in connection with the transactions outlined above, contact Alison Manzer at 416-869-5469.
In connection with the Arrangement, the securityholding percentage of Kernwood Limited's ("Kernwood") beneficial ownership of, or control or direction over, Common Shares decreased to less than 10%. Immediately before the completion of the Arrangement, Kernwood owned or controlled, directly or indirectly, an aggregate of 4,315,299 Common Shares, representing approximately 12.01% of the outstanding Common Shares. In connection with the completion of the Arrangement, Kernwood disposed of all of the Common Shares it held for $4.00 per share and received consideration in the aggregate amount of $17,261,196.
An early warning report will be filed by Kernwood in accordance with applicable securities laws and will be available under Waterloo Brewing's profile at www.sedar.com or may be obtained directly from Kernwood upon request by contacting Kernwood by mail at 79 Wellington Street West, Suite 605, P.O. Box 346, Toronto, Ontario, M5K 1K7.
Canaccord Genuity Corp. acted as financial advisor and Wildeboer Dellelce LLP acted as legal counsel to Waterloo Brewing. Paradigm Capital Inc. acted as independent financial advisor and Torys LLP acted as legal counsel to the Special Committee.
Cormark Securities Inc. acted as financial advisor and Norton Rose Fulbright Canada LLP acted as legal counsel to Carlsberg Canada Inc. and Carlsberg Breweries A/S.
Waterloo Brewing was Ontario's largest Canadian-owned brewery. The Company is a regional brewer of award-winning premium quality and value beers and is officially certified under the Global Food Safety Standard, one of the highest and most internationally recognized standards for safe food production. Founded in 1984, Waterloo Brewing Ltd. was the first craft brewery to start up in Ontario and is credited with pioneering the present-day craft brewing renaissance in Canada. Waterloo Brewing has complemented its Waterloo premium craft beers with the popular Laker brand. In 2011, Waterloo Brewing purchased the Canadian rights to Seagram Coolers and in 2015, secured the exclusive Canadian rights to both LandShark® and Margaritaville®. In addition, Waterloo Brewing utilizes its leading-edge brewing, blending, and packaging capabilities to provide an extensive array of contract manufacturing services in beer, coolers, and ciders. Waterloo Brewing trades on the TSX under the symbol WBR. Visit us at www.WaterlooBrewing.com.
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to: de-listing of the Common Shares from the Toronto Stock Exchange (including timing and effect thereof) and applications of Waterloo Brewing to cease to be a reporting issuer and an offering corporation (including the timing thereof). Such forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, market uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management's expectations as of the date hereof, and therefore is subject to change. Waterloo Brewing disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Additional information on these and other factors that could affect Waterloo Brewing's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at Waterloo Brewing's website (www.waterloobrewing.com).
SOURCE Waterloo Brewing Ltd.