ROUGEMONT, QC, July 29, 2019 /CNW Telbec/ - Lassonde Industries
Inc. (TSX: LAS.A) (Lassonde or the Company) reports that it has
acquired 36,900,000 common shares (Common Shares) in the
capital of Diamond Estates Wines & Spirits Inc. (Diamond
Estates) by way of a private placement (the Private
Placement) at a price of $0.19
per Common Share for aggregate proceeds of approximately
$7,011,000 pursuant to the terms of a
subscription agreement (Subscription Agreement) entered into
with Diamond Estates on the date hereof. The head office of Diamond
Estates is located at 1067 Niagara Stone Road. Niagara-on-the-Lake, Ontario, L0S 1J0.
Immediately prior to the completion of the Private Placement,
Lassonde did not hold any Common Shares. Immediately following the
completion of the Private Placement, Lassonde held approximately
19.9% of the issued and outstanding Common Shares as at such
time.
The Private Placement was completed for business and investment
purposes. Depending on market conditions and other relevant
factors, Lassonde may, in the future, increase or decrease its
ownership in Diamond Estates, directly or indirectly.
In connection with the Private Placement, Lassonde and Diamond
Estates entered into an investor rights agreement (the Investor
Rights Agreement), pursuant to which Lassonde was granted
certain nomination, anti-dilution, registration, and governance
rights.
Lassonde will have the right to designate two (2) nominees out
of a total of seven (7) to the Diamond Estates board so long as the
number of Common Shares beneficially owned or controlled by
Lassonde represents at least 15% or more of the Common Shares. If
at any time Lassonde beneficially owns or controls less than 15%
but more than 10% of the Common Shares, Lassonde will have the
right to designate one (1) nominee to the Diamond Estates board. In
connection with the Private Placement, Lassonde and Diamond Estates
entered into the Investor Rights Agreement. In connection with the
Investor Rights Agreement, the number of directors on the Diamond
Estates Board shall be increased from six (6) to seven (7) and one
director of Diamond Estates shall resign, which vacancy shall be
filled by a Lassonde nominee.
The Investor Rights Agreement shall be effective so long as
Lassonde holds at least 10% of the issued and outstanding shares of
Diamond Estates.
In connection with the Private Placement, Lassonde and Diamond
Estates also entered into a broker agreement pursuant to which
Diamond Estates agreed to appoint Lassonde as Diamond Estates'
exclusive representative with certain retailers, including grocery
stores and convenience stores located in Canada.
A copy of Lassonde's early warning report will be filed with
applicable securities commissions and will be made available on
SEDAR at www.sedar.com, a copy of which may be obtained by
contacting Sylvain Morissette, Vice
President Communications at (450) 469-0856 extension 10265.
About Lassonde
Lassonde Industries Inc. is a North American leader in the
development, manufacture and sale of a wide range of ready-to-drink
fruit and vegetable juices and drinks marketed under brands such as
Apple & Eve, Everfresh, Fairlee, Fruité, Graves, Old Orchard
Brands, Oasis and Rougemont.
Lassonde is also one of the two largest producers of store brand
shelf-stable fruit juices and drinks in the United States and a major producer of
cranberry sauces.
Lassonde also develops, manufactures and markets specialty food
products under brands such as Antico and Canton. Lassonde imports
and markets selected wines from various countries and manufactures
apple ciders and cider-based beverages.
Lassonde produces superior quality products through the
expertise of approximately 2,200 people working in 15 plants across
Canada and the United States. To learn more, visit
www.lassonde.com.
Caution Concerning Forward-Looking Statements
In this document and in other documents filed with Canadian
regulatory authorities or in other communications, the Company may
from time to time make written or oral forward-looking statements
within the meaning of applicable securities legislation.
Forward-looking statements notably include estimates, expectations,
forecasts, and projections of future investment spending, revenues,
expenses, earnings, profit, indebtedness, financial position,
losses, upcoming projects, business and management strategies, and
business growth and expansion. In the context of this document,
forward-looking statements are particularly used to discuss
preliminary results, the rate of sales growth, and profit
attributable to shareholders. The forward-looking statements
contained herein are used to help readers better understand
Lassonde's financial position and the results of its operations as
at the dates presented and may not be appropriate for other
purposes. Forward-looking statements can be recognized by such
words as "may," "should," "believes," "predicts," "plans,"
"expects," "intends," "anticipates," "estimates," "projects,"
"objective," "continues," "proposes," "targets," or "aims" as well
as words and expressions of a similar nature and whether they are
used in the affirmative or negative or used in the conditional or
future tense. Forward-looking statements also include any
statements that do not refer to historical facts.
By their very nature, forward-looking statements are based on
assumptions and involve inherent risks and uncertainties, both
general and specific in nature. It is therefore possible that the
forecasts, projections and other statements will not be achieved or
will differ significantly from those expressed or implied in such
forward-looking statements or could affect the extent to which a
particular forecast, projection or other statement materializes.
Although Lassonde believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no
assurances that these expectations will prove to be correct.
Readers are cautioned against placing undue reliance on
forward-looking statements when making decisions, as the actual
results could differ considerably from the opinions, plans,
objectives, expectations, forecasts, estimates and intentions
expressed in such forward-looking statements due to various
significant factors. Such factors include, among others, the
economic, industrial, competitive and regulatory environment in
which Lassonde operates or factors that are likely to have an
impact on its operations, its ability to attract and retain
customers, consumers, and qualified staff, the availability and
cost of raw materials and transportation, its operating costs, and
the price of its finished products in the various markets where it
operates.
The Company cautions that the foregoing list of factors is not
exhaustive. For additional information about the risks,
uncertainties, and assumptions that could cause Lassonde's actual
results to differ from its stated expectations, readers may also
consult the "Uncertainties and Principal Risk Factors" section of
the Company's most recent annual MD&A and the other documents
it files from time to time with securities regulators in
Canada and available on
www.sedar.com. The forward-looking statements contained in this
press release reflect the Company's expectations on this date and
are subject to change after this date. Lassonde does not undertake
to update publicly or to revise these forward-looking statements,
whether as a result of new information, future events or otherwise,
unless required by applicable legislation or regulation.
SOURCE Lassonde Industries Inc.