WATERLOO BREWING MAILS MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS
KITCHENER, ON, Jan. 30, 2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo Brewing") (TSX: WBR) today announced that it has sent the management information circular (the "Circular"), letter of transmittal and related proxy materials (collectively, the "Meeting Materials") for the special meeting of shareholders and optionholders of Waterloo Brewing (as may be adjourned or postponed, the "Meeting") to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which Carlsberg Canada Inc. (or an affiliate of Carlsberg Canada Inc.), a wholly-owned subsidiary of Carlsberg Breweries A/S, has agreed to acquire the outstanding common shares of Waterloo Brewing for $4.00 in cash per share (without interest), all as more particularly described in the Circular.
Shareholders and optionholders of Waterloo Brewing should receive the Meeting Materials shortly. The Meeting Materials are also available under the Company's profile on SEDAR at www.sedar.com.
The Circular provides important information regarding the Meeting, the Arrangement and related matters. Shareholders and optionholders of Waterloo Brewing are urged to read the Circular and its schedules carefully and in their entirety.
The Meeting is scheduled to be held in a virtual-only format conducted via a live webcast platform at https://meetnow.global/M74KZU2 at 10:00 a.m. (Toronto time) on February 23, 2023. Waterloo Brewing shareholders and optionholders of record as of the close of business on January 23, 2023 are entitled to receive notice of, and to vote at, the Meeting.
On January 19, 2023, the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an interim order (the "Interim Order") providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the Interim Order is included in the Circular. Assuming that the conditions to the completion of the Arrangement are satisfied (including obtaining the requisite shareholder and optionholder approval at the Meeting, the receipt of the final order of the Court approving the Arrangement and the satisfaction or waiver of other closing conditions customary in a transaction of this nature), it is expected that the closing of the Arrangement will occur in or about early March 2023.
The Arrangement was approved by the board of directors of Waterloo Brewing (the "Board") upon the unanimous recommendation of the special committee of the Board (the "Special Committee") after the Special Committee consulted with legal and financial advisors, and based in part on fairness opinions rendered by each of Canaccord Genuity Corp. and Paradigm Capital Inc., as more particularly described in the Circular. The Board has unanimously determined that the Arrangement is in the best interests of Waterloo Brewing and is fair to Waterloo Brewing shareholders. Accordingly, the Board unanimously recommends that Waterloo Brewing shareholders and optionholders vote in favour of the Arrangement at the Meeting.
Waterloo Brewing shareholders and optionholders who require assistance with the procedure for voting 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 [email protected].
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 to the Special Committee 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 is 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: the Arrangement (including the terms, timing, closing and conditions precedent thereto), the timing and receipt of the final order of the Court in respect of the Arrangement, the timing of receipt of the Meeting Materials, the timing of the Meeting, and the timing, receipt and nature of shareholder and Court approval for the Arrangement. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to: the risk that the Arrangement will not be approved by Waterloo Brewing shareholders and optionholders; failure to, in a timely manner, or at all, obtain the necessary Court approval for the Arrangement and other customary risks associated with transactions of this nature (including with respect to the conditions precedent thereto). 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.
Enida Zaimi, Chief Financial Officer, 519-742-2732 ext. 106, [email protected], www.waterloobrewing.com
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