Constellation Brands and E. & J. Gallo Further Revise Wine and Spirits Agreement in Connection With Federal Trade Commission ...
May 28 2020 - 4:30PM
Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading
beverage alcohol company, announced today that it and E. & J.
Gallo Winery have further revised their original transaction to
divest a portion of Constellation’s wine and spirits portfolio
principally priced at $11 retail and below, including certain
related facilities located in California, New York, and Washington.
The new agreement amends and restates the original agreement
announced in April 2019 and the revised agreement announced in
December 2019.
Constellation’s Mission Bell facility and certain related real
estate, equipment, contracts, and employees are now excluded from
the transaction. The revised agreement was amended to support
Constellation’s production needs following its decision to retain
Cook’s California Champagne and J. Roget American Champagne.
Excluding the Mission Bell facility and related assets from the
transaction results in an adjusted transaction price of
approximately $1.03 billion, subject to closing adjustments,
of which $250 million is an earnout if brand performance
provisions are met over a two-year period after closing. The
revised transaction is expected to close in the second quarter of
fiscal 2021 and is subject to FTC review and clearance.
Constellation also expects to close its separate but related
transaction with Gallo to divest the New Zealand-based Nobilo Wine
brand and related assets for $130 million, by the end of the
second quarter of fiscal 2021, subject to FTC review and
clearance.
“This move puts us one step closer to finalizing this
transaction,” said Bill Newlands, president and chief executive
officer, Constellation Brands. “We continue to work in
collaboration with Gallo to satisfy all FTC obligations, and both
companies remain fully committed to closing the transaction. Our
wine and spirits transformation strategy continues to gain traction
and we look forward to closing this transaction in the coming
months.”
FORWARD-LOOKING STATEMENTSThis news release
contains forward-looking statements. All statements other than
statements of historical fact are forward-looking statements. The
word “expect” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These statements may
relate to business strategy, future operations, prospects, plans
and objectives of management, as well as information concerning the
expected actions of third parties. All forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those set forth in, or implied by, such
forward-looking statements.
The forward-looking statements are based on management's current
expectations and should not be construed in any manner as a
guarantee that such results will in fact occur or will occur on any
contemplated timetable. All forward-looking statements speak only
as of the date of this news release and Constellation Brands
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. The revised transaction and the Nobilo transaction
are each subject to the satisfaction of certain closing conditions,
including the receipt of required regulatory clearances and
governmental approvals. The Nobilo transaction is also conditioned
on completion of the revised transaction. There can be no assurance
that the revised transaction or the Nobilo transaction will occur
or will occur on the terms or timetables contemplated hereby, that
Constellation Brands will receive any earnout (contingent
consideration), or that Constellation Brands will successfully
monetize certain assets.
In addition to risks and uncertainties associated with ordinary
business operations, the forward-looking statements contained in
this news release are subject to other risks and uncertainties,
including completion of the revised transaction and the Nobilo
transaction on the expected terms, conditions and timetables;
regulatory requirements; actual purchase price adjustments and
other actual closing adjustments; the actual market performance of
brands included in the contingent consideration payment
opportunity; the accuracy of all projections; and other factors and
uncertainties disclosed from time-to-time in the company’s filings
with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended February 29,
2020, which could cause actual future performance to differ from
current expectations.
ABOUT CONSTELLATION BRANDSAt Constellation
Brands (NYSE: STZ and STZ.B), our mission is to build brands that
people love because we believe sharing a toast, unwinding after a
day, celebrating milestones, and helping people connect, are Worth
Reaching For. It’s worth our dedication, hard work, and the bold
calculated risks we take to deliver more for our consumers, trade
partners, shareholders, and communities in which we live and work.
It’s what has made us one of the fastest-growing large CPG
companies in the U.S. at retail, and it drives our pursuit to
deliver what’s next.
Today, we are a leading international producer and marketer of
beer, wine, and spirits with operations in the U.S., Mexico, New
Zealand, and Italy. Every day, people reach for our high-end,
iconic imported beer brands such as Corona Extra, Corona Light,
Corona Premier, Modelo Especial, Modelo Negra, and Pacifico, and
our high-quality premium wine and spirits brands, including the
Robert Mondavi Brand Family, Kim Crawford, Meiomi, The Prisoner
Brand Family, SVEDKA Vodka, Casa Noble Tequila, and High West
Whiskey.
But we won’t stop here. Our visionary leadership team and
passionate employees from barrel room to boardroom are reaching for
the next level, to explore the boundaries of the beverage alcohol
industry and beyond. Join us in discovering what’s Worth Reaching
For.
To learn more, follow us on Twitter @cbrands and visit
www.cbrands.com.
MEDIA CONTACTS |
INVESTOR RELATIONS CONTACTS |
Mike McGrew 773-251-4934 /
michael.mcgrew@cbrands.comAmy Martin 585-678-7141 /
amy.martin@cbrands.com |
Patty Yahn-Urlaub 585-678-7483 /
patty.yahn-urlaub@cbrands.comBob Czudak 585-678-7170 /
bob.czudak@cbrands.com |
A downloadable PDF copy of this news release enhanced with
multimedia links can be found
here: http://ml.globenewswire.com/Resource/Download/286e5390-ed45-4b2c-b828-271c8a7118d6
Constellation Brands (NYSE:STZ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Constellation Brands (NYSE:STZ)
Historical Stock Chart
From Sep 2023 to Sep 2024