#Wine News: Andrew Peller Limited (TSX: ADW.A, TSX: ADW.B) To Acquire Three British Columbia Wineries
$95 Million In Acquisitions Transforms Company Into Bc's Largest Producer Of Quality Wines
GRIMSBY, Ontario - September 12, 2017 (Investorideas.com Newswire) Andrew Peller Limited ADW.A/ADW.B ("APL" or the "Company") announced that it has signed definitive agreements to acquire 100% of Black Hills Estate Winery and Gray Monk Estate Winery and has entered into a letter of intent to acquire 100% of Tinhorn Creek Vineyards, for a combined purchase price of $95 million. The three estate VQA wineries in British Columbia's Okanagan Valley generated total revenues of approximately $25 million in their latest fiscal years. The purchase will be funded by a combination of $78 million in cash from the Company's credit lines and $17 million worth of Class A common shares. The company expects to close all of the transactions on or before the end of October 2017.
"My grandfather started our business in the Okanagan nearly 60 years ago, and we have always been inspired by the Valley's promise to make wines that rival the very best in the world. We have long admired these leading estate VQA wineries and now it is a privilege to bring their ultra-premium wines and talented people into our family," said John Peller, Andrew Peller Limited's Chief Executive Officer. "With our investment and resources, these wines have the potential to grow, develop and compete in the growing luxury wine market around the world."
Black Hills Estate Winery, located on the Black Sage Bench near Oliver, B.C., is one of Canada's most prestigious wine producers with an award-winning portfolio of premium and ultra-premium wines, including its flagship Nota Bene, the number one ultra-premium red wine in Canada. Recognized for its terroir and 50 acres of vineyards, the winery consistently sells out of its high performing portfolio of VQA wines.
"Black Hills has been proud of how we have evolved our quality over the years. This new partnership allows us access to resources and tools to evolve even further," said Glenn Fawcett, President, Black Hills Estate Winery.
Gray Monk Estate Winery, founded in 1972, is a family-owned and operated winery located in Okanagan Centre in the Lake Country region north of Kelowna, B.C. With a beautiful estate winery and 50 acres of grape plantings, Gray Monk is a favorite destination for wine lovers visiting the Okanagan Valley to enjoy BC's best-selling Pinot Gris as well as other popular red and white wines.
"We've known the Peller family for many years and share and appreciate the same values and approach to quality winemaking. We are delighted to partner with them to continue the legacy of Gray Monk Estate Winery in the Okanagan," said George Heiss, co-owner, Gray Monk Estate Winery.
Tinhorn Creek Vineyards, located on the Golden Mile Bench, the Okanagan's only sub appellation, near Oliver, B.C., sits among 150 acres of vineyards and the winery's prestigious and award-winning Miradoro Restaurant. Family-owned and operated since 1993, Tinhorn Creek produces both red and white wines in the ultra-premium category sold through their loyal wine club, numerous on-site events, restaurants and fine wine retailers.
"It has been the honour of my life to have helped build Tinhorn Creek, to make great wines with an attention to sustainability and most importantly, to run our business with empathy toward our employees, our customers and our community." said Sandra Oldfield, CEO, Tinhorn Creek Vineyards. "Andrew Peller will continue the long term development and growth in the Okanagan that we started."
According to Randy Powell, the Company's President, there is a significant opportunity for growth in the Okanagan wine region. "Canadian consumers are becoming more and more interested in super and ultra-premium wines, and these are some of the greatest brands in the country" Powell stated. "They complement our Western Canada VQA portfolio well and will significantly strengthen our presence in the region."
Completion of the each transaction is subject to a number of conditions customary for transactions of this nature and, in the case of Tinhorn Creek Vineyards, entering into a definitive agreement. In addition, the issuance by the Company of Class A common shares in connection with the transactions will be subject to the approval of the Toronto Stock Exchange. Each transaction is independent of, and not conditional upon, the other transactions.
About Andrew Peller Limited
Andrew Peller Limited is a leading producer and marketer of quality wines in Canada. With wineries in British Columbia, Ontario, and Nova Scotia, the Company markets wines produced from grapes grown in Ontario's Niagara Peninsula, British Columbia's Okanagan and Similkameen Valleys, and from vineyards around the world. The Company's award-winning premium and ultra-premium VQA brands include Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Conviction and Red Rooster. Complementing these premium brands are a number of popularly priced varietal brands including Peller Estates French Cross in the East, Peller Estates Proprietors Reserve in the West, Copper Moon, Black Cellar, and XOXO. Hochtaler, Domaine D'Or, Schloss Laderheim, Royal, and Sommet are our key value priced brands. The Company imports wines from major wine regions around the world to blend with domestic wine to craft these popularly priced and value priced brands. The Company also produces wine based liqueurs and cocktails under the brand Panama Jack and a new craft cider called No Boats on Sunday. In October 2016, the Company also launched its new Wayne Gretzky No. 99 Red Cask Canadian Whisky in certain markets across Canada and will be continuing to launch new offerings from the Wayne Gretzky Estate Winery and Craft Distillery in the coming year. With a focus on serving the needs of all wine consumers, the Company produces and markets premium personal winemaking products through its wholly-owned subsidiary, Global Vintners Inc., the recognized leader in personal winemaking products. Global Vintners distributes products through over 170 Winexpert authorized retailers and more than 600 independent retailers across Canada, the United States, the United Kingdom, New Zealand, Australia, and China. Global Vintners award-winning premium and ultra-premium winemaking brands include Selection, Vintners Reserve, Island Mist, KenRidge, Cheeky Monkey, Traditional Vintage, and Cellar Craft. The Company owns and operates 101 well-positioned independent retail locations in Ontario under The Wine Shop, Wine Country Vintners, and Wine Country Merchants store names. The Company also operates Andrew Peller Import Agency and The Small Winemaker's Collection Inc.; both of these wine agencies are importers of premium wines from around the world and are marketing agents for these fine wines. The Company's products are sold predominantly in Canada with a focus on export sales for its icewine and personal winemaking products. More information about the Company can be found at www.andrewpeller.com.
Andrew Peller Limited common shares trade on the Toronto Stock Exchange (symbols ADW.A and ADW.B).
Investor Conference Call
An investor conference call hosted by John Peller, Chief Executive Officer, Randy Powell, President, and Brian Athaide, CFO, will be held Monday, September 11, 2017, at 4:30 p.m. ET. The telephone numbers for the conference call are Local/International: (416) 340-2216, North American Toll Free: (866) 223-7781. The telephone numbers to listen to the call after it is completed (Instant Replay) are local/international: (905) 694-9451, North American Toll Free: (800) 408-3053. The Passcode for the Instant Replay is 3490123#. The call will also be archived on the Company's website at www.andrewpeller.com.
Certain statements in this news release may contain "forward-looking statements" within the meaning of applicable securities laws, including the "safe harbour provision" of the Securities Act (Ontario) with respect to Andrew Peller Limited and its subsidiaries. Such statements include, but are not limited to, statements about: the expected closing of the transactions and the timing thereof; the growth of the business in light of the Company's recent acquisitions; its launch of new premium wines and spirits; sales trends in foreign markets; its supply of domestically grown grapes; and current economic conditions. These statements are subject to certain risks, assumptions, and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. The words "believe", "plan", "intend", "estimate", "expect", or "anticipate" and similar expressions, as well as future or conditional verbs such as "will", "should", "would", and "could" often identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. With respect to forward-looking statements contained in this news release, the Company has made assumptions and applied certain factors regarding, among other things: the timely satisfaction by the applicable parties of the conditions to the completion of each transaction, including receipt of approval from the Toronto Stock Exchange for the issuance by the Company of Class A common shares in connection with the transactions; the ability of the Company to enter into a definitive agreement in respect of Tinhorn Creek Vineyards on terms satisfactory to the Company; future grape, glass bottle, and wine and spirits prices; its ability to obtain grapes, imported wine, glass, and its ability to obtain other raw materials; fluctuations in the U.S./Canadian dollar exchange rates; its ability to market products successfully to its anticipated customers; the trade balance within the domestic Canadian wine market; market trends; reliance on key personnel; protection of its intellectual property rights; the economic environment; the regulatory requirements regarding producing, marketing, advertising, and labeling its products; the regulation of liquor distribution and retailing in Ontario; and the impact of increasing competition.
These forward-looking statements are also subject to the following risks and uncertainties: the applicable parties are unable to satisfy the conditions to the completion of each transaction, including receipt of approval from the Toronto Stock Exchange for the issuance by the Company of Class A common shares in connection with the transactions; the Company is unable to enter into a definitive agreement in respect of Tinhorn Creek Vineyards on terms satisfactory to the Company; and other risks and uncertainties discussed in this news release, in the "Risks and Uncertainties" section and elsewhere in the Company's MD&A and t in the publicly filed disclosure documents of Andrew Peller Limited which are available at www.sedar.com. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which could cause actual results to differ materially from those conclusions, forecasts, or projections anticipated in these forward-looking statements. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. The Company's forward-looking statements are made only as of the date of this news release, and except as required by applicable law, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new information, future events or circumstances or otherwise.
This news release contains forward-looking information that is based upon assumptions and is subject to risks and uncertainties as indicated in the cautionary note contained elsewhere in this news release.
For more information, please contact:
Brian Athaide, CFO and EVP Human Resources and Information Technology
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