Agreement Reached on Chalone Wine Group Offer to Shareholders
November 01 2004 - 7:30AM
PR Newswire (US)
Agreement Reached on Chalone Wine Group Offer to Shareholders
FAIRPORT, N.Y., Nov. 1 /PRNewswire-FirstCall/ -- Domaines Barons de
Rothschild (Lafite) (DBR), a 49% owner of The Chalone Wine Group,
Ltd. (NASDAQ:CHLN), entered into a merger agreement with Chalone,
pursuant to which DBR would acquire the outstanding shares of
Chalone which it does not already own. In connection with the
acquisition of Chalone, DBR, Constellation Brands, Inc.
(NYSE:STZNYSE:ASX:NYSE:CBR) and The Huneeus Family intend to form a
new joint venture company, containing assets from each partner,
including Chalone. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040119/STZLOGO ) Pursuant to
the merger agreement between DBR and Chalone, signed Oct. 30, 2004,
DBR agreed to purchase the outstanding shares of Chalone it does
not already own at $11.75 each, up $2.50 from the initial offer of
$9.25. The merger would also provide existing Chalone shareholders,
other than DBR, with a one-time $1.00 per share special wine
dividend, as well as a commitment from DBR to continue certain Wine
Club benefits to such shareholders. The merger agreement was
approved by the Chalone board of directors following a
recommendation for such approval by the special committee of
independent directors formed to review and evaluate the proposed
offer. Consummation of the merger agreement between DBR and Chalone
is subject to the affirmative vote of a majority of the outstanding
shares of Chalone which shall include the affirmative vote of a
majority of the votes cast by shareholders, other than DBR and its
affiliates, at a meeting of Chalone shareholders. The transaction
is subject to usual and customary conditions to closing, which are
anticipated to be satisfied by sometime early next year.
Immediately following the merger, DBR will transfer to the new
joint venture substantially all of the premium assets and brands of
Chalone; The Huneeus Family will contribute the very successful
Quintessa winery, vineyards and brand; and Constellation Brands
will contribute the prestigious Oakville vineyard owned by
Franciscan Estates, Constellation Brands' fine wine company. Also,
the joint venture will develop the first estate to produce a wine
under DBR's guidance in Napa Valley. Agustin F. Huneeus will be
named chief executive officer of the new company. Christophe Salin
will be named chairman of the board. "Taking Chalone private, in
combination with adding to it more than 400 acres of Napa Valley's
best vineyards, the Quintessa winery, as well as our two
accomplished and experienced partners, positions Chalone powerfully
for the future," said Christophe Salin, president of DBR and
chairman of the board of directors of Chalone. "This partnership
will create one of the strongest independent fine wine companies in
the world. This, in combination with the many strengths each of the
partners brings to the company, will result in a wine portfolio
that will complement our existing offerings and investments,"
stated Richard Sands, Constellation Brands chairman and CEO. Baron
Eric de Rothschild, managing director, Domaines Barons de
Rothschild (Lafite) said, "The dedication to vineyards and great
winemaking that drew me to Chalone more than 15 years ago makes me
feel optimistic about this new partnership. We are all committed to
making sure that Chalone continues to produce unique wines from the
best appellations. We are also committed to continuing the special
relationships with our shareholders and employees that have made
Chalone what it is today." "I am very gratified to place Quintessa
in this venture, which is dedicated to the creation of wines of
'terroir,' which has always been my interest and motivation,"
stated Agustin Huneeus. "I am also most gratified to be working
with two exceptional heads of business, Baron Eric de Rothschild
and Richard Sands, chairman of Constellation." Constellation
Brands, Inc. is a leading international producer and marketer of
beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories. Constellation Brands is a
leading fine wine company in the United States. DBR, owned by the
Rothschild family and Chateau Lafite Rothschild, owns and operates
a prestigious set of wine properties in France, Chile, Portugal and
Argentina, which produce and sell a selection of ultra premium and
luxury wines. Huneeus Vintners LLC, owned by The Huneeus Family,
and founded by Agustin Huneeus, is a privately held wine company in
Napa, Calif., owning the Quintessa Estate and other vineyard
properties. Agustin Huneeus has based his successful career in the
wine industry on his belief that "Great wines are a reflection of
place." He and his wife Valeria purchased the 280-acre Quintessa
property in 1990 and developed Quintessa into a world-class wine
estate. FORWARD-LOOKING STATEMENT This press release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are subject
to a number of risks and uncertainties, many of which are beyond
the control of Constellation, DBR or The Huneeus Family, that could
cause actual results to differ materially from those set forth in,
or implied by, such forward- looking statements. All statements
other than statements of historical facts included in this press
release are forward-looking statements. All forward- looking
statements speak only as of the date of this press release. Neither
Constellation, DBR nor The Huneeus Family undertakes any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The
consummation of the merger between DBR and Chalone is subject to a
number of conditions including the approval of the merger by the
holders of a majority of the shares of Chalone other than those
held by DBR. The formation of the joint venture among
Constellation, DBR and The Huneeus Family is subject to a number of
conditions including the consummation of the Chalone merger. There
can be no guarantee that the Chalone merger will be consummated or
that the joint venture will be formed. For additional information
about risks and uncertainties that could adversely affect
Constellation's forward-looking statements, please refer to
Constellation's filings with the Securities and Exchange
Commission, including Constellation's Annual Report on Form 10-K
for the fiscal year ended Feb. 29, 2004 and Constellation's
Quarterly Report on Form 10-Q for the fiscal quarter ended Aug. 31,
2004. IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS In
connection with the proposed merger, Chalone will file a proxy
statement and other relevant documents with the Securities and
Exchange Commission (the "SEC"). Investors and shareholders are
urged to read the proxy statement when it becomes available as it
will contain important information about the merger and related
matters. Investors and shareholders will have access to free copies
of the proxy statement (when available) and other documents filed
with the SEC by Chalone through the SEC web site at
http://www.sec.gov/. The proxy statement and related materials may
also be obtained for free (when available) from Chalone by
directing a request to the company's investor relations department
at 621 Airpark Road, Napa, Calif., 94558; telephone (707) 254-4200.
Chalone and its directors, executive officers, certain members of
management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger.
Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of
Chalone's shareholders in connection with the proposed merger plan
is set forth in the Chalone's annual report on Form 10-K for the
fiscal year ended Dec. 31, 2003 filed with the SEC on March 30,
2004 and proxy statement for its 2004 annual meeting of
shareholders filed with the SEC on April 19, 2004. Additional
information regarding such persons and a description of their
direct and indirect interests in the merger plan will be set forth
in the proxy statement when it is filed with the SEC.
http://www.newscom.com/cgi-bin/prnh/20040119/STZLOGO
http://photoarchive.ap.org/ DATASOURCE: Constellation Brands, Inc.
CONTACT: Media Relations, Philippa Dworkin, +1-585-218-3733, or
Mike Martin, +1-585-218-3669, or Investor Relations, Lisa Schnorr,
+1-585-218-3677, all for Constellation Web site:
http://www.cbrands.com/
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