WBR Waterloo Brewing Ltd

C$4.00 per share represents a 19.4% premium to the closing price of Waterloo Brewing Shares on the TSX as of Dec. 14, 2022

All-cash offer provides immediate liquidity and certainty of value to Waterloo Brewing Shareholders

Waterloo Brewing's Board has unanimously approved the Transaction and recommends that Waterloo Brewing Shareholders vote in favour of the Transaction

 Waterloo Brewing directors and officers representing 39% of the Waterloo Shares have entered into irrevocable support and voting agreements

KITCHENER, ON, Dec. 14, 2022 /CNW/ - Waterloo Brewing Ltd. (TSX: WBR) – ("Waterloo Brewing" or the "Company") announced today that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Carlsberg Group ("Carlsberg") pursuant to which Carlsberg has agreed to acquire all of the issued and outstanding shares of Waterloo Brewing ("Waterloo Brewing Shares"), by way of a statutory plan of arrangement ("Plan of Arrangement") under the Business Corporations Act (Ontario) ("Transaction"). Under the terms of the Arrangement Agreement, holders of Waterloo Brewing Shares ("Waterloo Brewing Shareholders") will receive C$4.00 in cash for each Waterloo Brewing Share held ("Consideration"), which implies an aggregate equity value for Waterloo Brewing, of approximately C$144 million, on a fully diluted, in-the-money, treasury method basis and an enterprise value of C$217 million. The total offer Consideration also represents an implied TEV/LTM EBITDA multiple of 12.4x, based on Waterloo's third quarter results ending October 30, 2022.*

"We've enjoyed a close relationship with Carlsberg and are excited about becoming part of one of the largest brewing companies in the world," said George Croft, Waterloo Brewing's President and CEO. "Waterloo Brewing will be a great fit with Carlsberg's strong, purpose-driven culture, and our Board of Directors is confident that joining Carlsberg is the best long-term solution for our employees, partners, customers, consumers and community."

Carlsberg Group CEO Cees 't Hart commented: "One of our priorities in our SAIL'27 strategy is to grow our business in attractive markets, where we are small today, like Canada. The acquisition of Waterloo Brewing significantly improves our growth prospects in the Canadian market."

Managing Director, Carlsberg Canada, Anders Rud Jørgensen says, "This exciting opportunity will scale our business in Canada. The brand portfolios are complementary. Local sourcing will secure long-term robustness of supply, increase commercial flexibility and speed to market for innovations, step-changing the way we operate. Waterloo Brewing's excellent portfolio of long-standing co-packing relationships will benefit from these combined operations."

• The Consideration represents a 19.4% premium to the closing price of the Waterloo Brewing Shares on the Toronto Stock Exchange ("TSX") as at December 14, 2022 and a 26.0% premium over the 10-day volume-weighted average price.
• The Consideration represents a premium valuation equating to an implied TEV/LTM EBITDA multiple of 12.4x based on Waterloo Brewing's third quarter results ending October 30, 2022.*
• The all-cash offer crystalizes value for Waterloo Brewing Shareholders and provides full liquidity and certainty of value.
• Waterloo Brewing's board of directors ("Board"), having received a unanimous recommendation of a special committee of independent directors consisting of John Bowey, Peter Schwartz, Stanley Dunford, David Shaw and Ed Kernaghan (the "Special Committee"), has unanimously approved the Transaction and recommends that Waterloo Brewing Shareholders vote in favour of the Transaction.
• Directors and executive officers of Waterloo Brewing, representing ~39% of Waterloo Brewing Shares, and ~45% of Company options, have entered into irrevocable support and voting agreements with Carlsberg pursuant to which they have agreed to vote their Waterloo Brewing Shares and options in favour of the Transaction.
• The Transaction is not subject to a financing condition and the Consideration will be funded from Carlsberg's existing cash on its balance sheet.

Under the terms of the Transaction, holders of Waterloo Brewing Shares will receive C$4.00 in cash for each Waterloo Brewing Share held. Each in-the-money option of the Company outstanding will be deemed to be vested and disposed of to the Company for an in-the-money cash payment, and all Company options issued and outstanding shall thereafter be immediately cancelled.

The Transaction will be effected by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and is subject to customary closing conditions including approval of the Ontario Superior Court of Justice and the approval of (a) at least two-thirds of the votes cast by holders of Waterloo Brewing Shares and options, voting together as a single class, (b) two thirds of the votes cast by holders of Waterloo Brewing Shares, voting as a separate class and (c) a simple majority of the votes cast by the holders of Waterloo Brewing Shares (excluding the votes cast by two executive officers holding approximately 5.7% of the Waterloo Brewing Shares) as required pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.

Waterloo and Carlsberg have each provided representations and warranties customary for a transaction of this nature in this Arrangement Agreement. In addition, the Arrangement Agreement includes customary deal protection provisions, including that Waterloo Brewing has agreed not to solicit or initiate any discussion regarding any other business combination, subject to customary "fiduciary out" rights. Waterloo Brewing has also granted Carlsberg a right-to-match any superior proposal and will pay a termination fee of C$6.0 million to Carlsberg if the Arrangement Agreement is terminated in certain circumstances, including if the Waterloo Brewing Board recommends or approves an acquisition proposal or enters into an agreement with respect to a superior proposal.

The Board, acting on the unanimous recommendation of the Special Committee, has approved the Transaction and unanimously recommends that Waterloo Brewing Shareholders vote in favour of the Transaction.

Canaccord Genuity Corp. and Paradigm Capital Inc. have each provided a fairness opinion to the Board of Directors and the Special Committee, to the effect that, subject to the assumptions, limitations and qualifications set out in such opinions, as such other matters considered relevant, the Consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the Waterloo Brewing Shareholders. Copies of the fairness opinions of Canaccord Genuity Corp. and Paradigm Capital Inc. and a description of the various factors considered by the Special Committee and the Board in their determination to approve the Transaction, as well as other relevant background information, will be included in the information circular to be sent to Waterloo Brewing Shareholders in the coming weeks in advance of the special meeting of Company shareholders and option holders (the "Special Meeting") to vote on the Plan of Arrangement. The Special Meeting is expected to occur in late February 2023 and it is currently anticipated that, subject to the satisfaction of closing conditions, the Transaction will be completed in the first quarter of 2023. Copies of the information circular, the Arrangement Agreement, the Plan of Arrangement, the voting and support agreements will be filed with the applicable securities regulators and will be available on SEDAR at www.sedar.com.

Following closing, Waterloo Brewing Shares will be de-listed from the TSX and it is anticipated that Waterloo will apply to cease to be a reporting issuer.

Canaccord Genuity Corp. acted as financial advisor and Wildeboer Dellelce LLP acted as legal counsel to Waterloo Brewing. Paradigm Capital Inc. acted as independent financial advisor to the Special Committee and Torys LLP acted as legal counsel to the Special Committee.

Cormark Securities Inc. acted as financial advisor and Norton Rose Fulbright Canada LLP acted as legal counsel to Carlsberg.

Waterloo Brewing is Ontario's largest Canadian-owned brewery. The Company is a regional brewer of award-winning premium quality and value beers and is officially certified under the Global Food Safety Standard, one of the highest and most internationally recognized standards for safe food production. Founded in 1984, Waterloo Brewing Ltd. was the first craft brewery to start up in Ontario and is credited with pioneering the present-day craft brewing renaissance in Canada. Waterloo Brewing has complemented its Waterloo premium craft beers with the popular Laker brand. In 2011, Waterloo Brewing purchased the Canadian rights to Seagram Coolers and in 2015, secured the exclusive Canadian rights to both LandShark®and Margaritaville®. In addition, Waterloo Brewing utilizes its leading-edge brewing, blending, and packaging capabilities to provide an extensive array of contract manufacturing services in beer, coolers, and ciders. Waterloo Brewing trades on the TSX under the symbol WBR. Visit us at www.WaterlooBrewing.com.

Established in 1847 by brewer J.C. Jacobsen, the Carlsberg Group is one of the leading brewery groups in the world, with products sold in 150 markets. The Group's beer portfolio spans both local and international premium brands, such as 1664 Blanc, Carlsberg, Tuborg and Kronenbourg, strong local power brands, and alcohol-free brews. In addition, our portfolio of other beverages encompasses both alcoholic and non-alcoholic beverages such as ciders, including Somersby, soft drinks and energy drinks.

The Group's purpose is brewing for a better today and tomorrow. Doing business responsibly and sustainably supports that purpose – and drives the efforts to deliver value for shareholders and society. Carlsberg is listed in Copenhagen on the OMX Nordic Exchange.

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Waterloo Brewing as of the date of this press release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to: the Transaction and the anticipated timing of required court and shareholder approvals; mailing of the information circular related to the Special Meeting and the timing of the Special Meeting; the anticipated benefits of the Transaction for Waterloo Brewing Shareholders; statements with respect to the anticipated effects of the Transaction going forward; statements with respect to the anticipated benefits associated with the acquisition of Waterloo Brewing by Carlsberg; the ability of the parties to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing for the closing of the Transaction.

With respect to the forward-looking statements contained in this press release, Waterloo Brewing has made assumptions regarding, among other things, that the Transaction will be completed on the terms contemplated by the Arrangement Agreement; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; anticipated benefits from the Transaction and expected growth, results of operations and performance; and other expectations and assumptions concerning the Transaction. Although Waterloo Brewing believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur.

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Waterloo Brewing's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, completion of the Transaction is subject to a number of conditions which are typical for transactions of this nature, certain of which are outside the control of Waterloo Brewing, failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of Waterloo Shareholders may result in the termination of the Arrangement Agreement. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.

Readers are cautioned that the forgoing lists of factors are not exhaustive. Additional information on these and other factors that could affect Waterloo Brewing's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at Waterloo Brewing's website (www.waterloobrewing.com). Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and Waterloo Brewing does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Transaction and the terms and conditions thereof.

* EBITDA is a non-IFRS financial measure, therefore it does not have any standardized meaning prescribed by IFRS and may not be similar to measures presented by other companies. EBITDA represents earnings before interest, income taxes, depreciation and amortization, gain or loss on disposal of property, plant, and equipment and right-of-use assets, unrealized gain on foreign exchange contracts, gain on misappropriated funds and share-based payments. Management of Waterloo Brewing uses this measurement to evaluate the operating results of the Company. This measure is also important to management since it is used by the Company's lenders to evaluate the ongoing cash-generating capability of the Company and therefore the amounts those lenders are willing to lend to the Company. Investors find EBITDA to be useful information because it provides a measure of the Company's operating performance.

SOURCE Waterloo Brewing Ltd.