Filed by Constellation Brands, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Constellation Brands, Inc.
Commission File No. 001-08495
The following is an excerpt of an interview that was conducted on Yahoo Finance on July 1, 2022.
Transcript - Constellation Brands, Inc., President and Chief Executive Officer, on Yahoo Finance
Brian Sozzi: So you are retiring or getting rid of the Class B shares and I understand that might help bring in new investors who are very focused
on corporate governance, but does it also send a signal to investors that Constellation Brands might be back out there on the hunt for a deal?
Bill
Newlands: No, thats not the reason for it at all. It really is the former. Our view was, and the Sands view, is this was a perfect time to go to a single class of stock. We had a special committee formed of our board which analyzed
what the precedent transactions were and had outside advisors both on a financial and legal basis. You know our belief is this brings a lot of opportunity to the table. A single class of stock is more attractive to many people; it reduces voting
control of the Sands, while theyll still be the biggest shareholder with roughly 16%, they no longer would have voting control, and I think a lot of investors will really appreciate this. As you note, it adds a lot of value in the governance
area, and frankly it also gives us some big savings because they are both planning to retire from their executive capacities and that will save us $15 to $20 million a year. At our P/E ratio, that will save us basically on value about
$300 million, so we think all in this is a very good option for shareholders.
Important Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Constellation intends to file with the SEC a Registration Statement on Form S-4, which
will contain a proxy statement/prospectus in connection with the proposed reclassification. STOCKHOLDERS OF CONSTELLATION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the proxy statement/prospectus (when available), as well as other filings containing information about
Constellation, without charge, at the SECs website, www.sec.gov, and on Constellations Investor Relations website at https://ir.cbrands.com.
Participants in the Solicitation
The directors and
executive officers of Constellation and other persons may be considered participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information regarding Constellations directors and
executive officers is available in Constellations most recent proxy statement, dated May 27, 2022, for the Annual Meeting of Stockholders to be held on July 19, 2022, which was filed with the SEC on June 2, 2022 and
Constellations other filings with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus when it becomes
available.