Castle Brands Shareholders to Receive $1.27
Per Share in Cash, Representing 92% Premium to Castle Brands Share
Price and 109% Premium to 30-Day Volume Weighted Average Share
Price
Pernod Ricard (Euronext Ticker RI; ISIN Code: FR0000120693) and
Castle Brands Inc. (NYSE American: ROX), today announced that they
have entered into a definitive agreement under which Pernod Ricard,
through a subsidiary, will acquire all of the outstanding common
stock of Castle Brands for $1.27 per share in cash, or
approximately $223 million, plus the assumption of debt, through a
cash tender offer followed by a merger.
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Under the terms of the merger agreement, which has been
unanimously approved by the Castle Brands Board of Directors,
Castle Brands shareholders will receive $1.27 in cash for each
outstanding share of Castle Brands common stock they own,
representing a 92% premium to Castle Brands’ closing share price on
August 27, 2019, and a 109% premium to the 30-day volume weighted
average share price through such date.
Alexandre Ricard, Chairman and Chief Executive Officer of Pernod
Ricard, stated, “Through this acquisition we welcome this great
brand portfolio, in particular, Jefferson’s bourbon whiskey, to the
Pernod Ricard family. Bourbon is a key category in the US which is
our single most important market. This deal aligns well with our
consumer-centric strategy to offer our consumers the broadest
line-up of high-quality premium brands. As with our American
whiskies Smooth Ambler, Rabbit Hole and TX, we would provide
Jefferson’s a strong route to market and secure its long-term
development, while remaining true to its authentic and innovative
character.”
“We are very pleased to reach an agreement with Pernod Ricard,
which is the result of months of planning and deliberation by our
Board of Directors,” said Richard J. Lampen, President and Chief
Executive Officer of Castle Brands. “We are confident that this
transaction, upon closing, will deliver immediate and substantial
cash value to our shareholders.”
The merger agreement provides for a cash tender offer to acquire
all outstanding shares of Castle Brands to be launched shortly. The
closing of the tender offer will be subject to certain conditions,
including the tender of shares representing at least a majority of
Castle Brands’ outstanding shares, early termination or expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act, and other customary conditions. Once the tender
offer is successfully completed, Pernod Ricard will acquire all
shares not acquired in the tender offer through a second-step
merger in which the holders of the outstanding shares of Castle
Brands common stock not tendered in the offer will receive the same
per share price paid in the tender offer, in cash. The transaction
is expected to close in the fourth quarter of 2019.
BofA Merrill Lynch acted as financial advisor to Pernod Ricard
and Debevoise & Plimpton LLP acted as its legal advisor.
Perella Weinberg Partners and Houlihan Lokey acted as financial
advisors to Castle Brands, Holland & Knight LLP acted as Castle
Brands’ legal advisor, and Sullivan & Cromwell LLP acted as
legal advisor to Castle Brands’ financial advisors.
Important Information about the Tender Offer The tender
offer described in this press release has not yet commenced. This
press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any shares
of the common stock of Castle Brands or any other securities. At
the time the planned tender offer is commenced, a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, will be filed by Pernod
Ricard and a subsidiary of Pernod Ricard with the Securities and
Exchange Commission (the “SEC”), and a solicitation/recommendation
statement on Schedule 14D-9 will be filed by Castle Brands with the
SEC. The offer to purchase shares of Castle Brands common stock
will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY
RELATED DOCUMENTS REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM
TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER
OFFER.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing
such requests to the Information Agent for the offer, which will be
named in the tender offer statement. In addition, Castle Brands
files annual, quarterly and current reports and other information
with the SEC. Castle Brands’ filings with the SEC are available to
the public from commercial document-retrieval services and at the
SEC’s website at www.sec.gov.
About Castle Brands Castle Brands is a developer and
international marketer of premium and super-premium brands
including: Jefferson’s®, Jefferson’s Presidential
Select™, Jefferson’s
Reserve®, Jefferson’s Ocean Aged at Sea Bourbon®, Jefferson’s Wine
Finish Collection and Jefferson’s Wood Experiments, Goslings® Rums,
Goslings® Stormy Ginger Beer, Knappogue Castle Whiskey®, Clontarf®
Irish Whiskey, Pallini® Limoncello, Boru® Vodka, Brady’s® Irish
Cream, The Arran Malt® Single Malt Scotch Whisky, The Robert Burns
Scotch Whisky and Machrie Moor Scotch Whisky. Additional
information concerning the Company is available on the Company's
website, www.castlebrandsinc.com.
About Pernod Ricard Pernod Ricard is the No.2 worldwide
producer of wines and spirits with consolidated sales of €8,987
million in FY18. Created in 1975 by the merger of Ricard and
Pernod, the Group has developed through organic growth and
acquisitions: Seagram (2001), Allied Domecq (2005) and
Vin&Sprit (2008). Pernod Ricard, which owns 16 of the Top 100
Spirits Brands, holds one of the most prestigious and comprehensive
brand portfolios in the industry, including: Absolut Vodka, Ricard
pastis, Ballantine’s, Chivas Regal, Royal Salute, and The Glenlivet
Scotch whiskies, Jameson Irish whiskey, Martell cognac, Havana Club
rum, Beefeater gin, Malibu liqueur, Mumm and Perrier-Jouët
champagnes, as well Jacob’s Creek, Brancott Estate, Campo Viejo,
and Kenwood wines. Pernod Ricard’s brands are distributed via six
Brand Companies through 87 direct affiliates across five
continents. The Group’s decentralised organisation empowers its
19,000 employees to be true on-the-ground ambassadors of its vision
of “Créateurs de Convivialité.” As reaffirmed by the Group’s
three-year strategic plan, “Transform and Accelerate,” deployed in
2018, Pernod Ricard’s strategy focuses on investing in long-term,
profitable growth for all stakeholders. The Group remains true to
its three founding values: entrepreneurial spirit, mutual trust,
and a strong sense of ethics. As illustrated by the 2030 roadmap
supporting the United Nations Sustainable Development Goals (SDGs),
“We bring good times from a good place.” In recognition of Pernod
Ricard’s strong commitment to sustainable development and
responsible consumption, it has received a Gold rating from
Ecovadis and is ranked No. 1 in the beverage sector in Vigeo Eiris.
Pernod Ricard is also a United Nation’s Global Compact LEAD
company.
Pernod Ricard is listed on Euronext (Ticker: RI; ISIN Code:
FR0000120693) and is part of the CAC 40 index.
Forward Looking Statements This press release contains
forward-looking statements. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "explore," "evaluate," "intend," "may,"
"might," "plan," "potential," "predict," "project," "seek,"
"should," or "will," or the negative thereof or other variations
thereon or comparable terminology. These forward-looking statements
are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond Pernod Ricard’s and Castle
Brands’ control.
Statements in this document regarding Pernod Ricard and Castle
Brands that are forward-looking, including, without limitation,
projections as to the anticipated benefits of the proposed
transaction and the closing date for the proposed transaction, are
based on management's estimates, assumptions and projections, and
are subject to significant uncertainties and other factors, many of
which are beyond the control of Pernod Ricard, and Castle Brands.
Important risk factors could cause actual future results and other
future events to differ materially from those currently estimated,
including, but not limited to: the timing to consummate the
proposed transaction; the risk that a condition to closing of the
proposed transaction may not be satisfied and the transaction may
not close; the risk that a regulatory approval that may be required
for the proposed transaction is delayed, is not obtained or is
obtained subject to conditions that are not anticipated; the risk
that a sufficient number of Castle Brands shares are not tendered
to complete the tender offer; and management's ability to promptly
and effectively integrate the businesses of the two companies.
More information about these and other factors are described
under the caption "Risk Factors" in Castle Brands’ Annual Report on
Form 10-K for the year ended March 31, 2019 and other reports
Castle Brands files with the SEC as well as the tender offer
documents to be filed by Pernod Ricard and Castle Brands. Except as
specifically noted, information on, or accessible from, any website
to which this press release contains a hyperlink is not
incorporated by reference into this press release and does not
constitute a part of this press release.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations or financial condition of Pernod Ricard or Castle
Brands. Neither Pernod Ricard nor Castle Brands assumes any duty to
update or revise forward-looking statements, whether as a result of
new information, future events or otherwise, as of any future date.
All forward-looking statements in this communication are qualified
in their entirety by this cautionary statement.
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Pernod Ricard Julia Massies / VP, Financial
Communications & Investor Relations – +33 (0) 1 41 00 42 02
Adam Ramjean / Investor Relations Manager – +33 (0) 1 41 00 41 59
Fabien Darrigues / External Communications Director – +33 (0) 1 41
00 44 86 Emmanuel Vouin / Press Relations Manager – +33 (0) 1 41 00
44 04 Alison Donohoe / Press Relations Manager – +33 (0) 1 41 00 44
63
Castle Brands Jared Levy & Ben Spicehandler –
Castle-SVC@SARDVERB.com
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