KITCHENER, ON, Jan. 30,
2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo
Brewing") (TSX: WBR) today announced that it has sent the
management information circular (the "Circular"), letter of
transmittal and related proxy materials (collectively, the "Meeting
Materials") for the special meeting of shareholders and
optionholders of Waterloo Brewing (as may be adjourned or
postponed, the "Meeting") to approve the previously-announced plan
of arrangement under the Business Corporations Act
(Ontario) (the "Arrangement"),
pursuant to which Carlsberg Canada Inc. (or an affiliate of
Carlsberg Canada Inc.), a wholly-owned subsidiary of Carlsberg
Breweries A/S, has agreed to acquire
the outstanding common shares of Waterloo
Brewing for $4.00 in cash per
share (without interest), all as more particularly described in the
Circular.
![Waterloo Brewing Ltd. Logo (CNW Group/Waterloo Brewing Ltd.) Waterloo Brewing Ltd. Logo (CNW Group/Waterloo Brewing Ltd.)](https://mma.prnewswire.com/media/1991358/Waterloo_Brewing_Ltd__WATERLOO_BREWING%C2%A0MAILS%C2%A0MANAGEMENT%C2%A0INFORMAT.jpg)
Shareholders and optionholders of Waterloo Brewing should
receive the Meeting Materials shortly. The Meeting Materials are
also available under the Company's profile on SEDAR at
www.sedar.com.
The Circular provides important information regarding the
Meeting, the Arrangement and related matters. Shareholders and
optionholders of Waterloo Brewing are urged to read
the Circular and its schedules carefully
and in their entirety.
The
Meeting is scheduled to be held in a virtual-only format conducted
via a live webcast platform at
https://meetnow.global/M74KZU2 at 10:00
a.m. (Toronto time) on
February 23, 2023. Waterloo Brewing
shareholders and optionholders of record as of the close of
business on January 23, 2023 are
entitled to receive notice of, and to vote at, the Meeting.
On January 19, 2023, the Ontario
Superior Court of Justice (Commercial List) (the "Court")
granted an interim order (the "Interim Order") providing for the
calling and holding of the Meeting and certain other matters
related to the Meeting
and the Arrangement. A copy of the Interim
Order is included in the Circular. Assuming
that the conditions to the completion of the Arrangement are
satisfied (including obtaining the requisite shareholder and
optionholder approval at the Meeting, the receipt of the final
order of the Court approving the Arrangement and the satisfaction
or waiver of other closing conditions customary in a transaction of
this nature), it is expected that the closing of the Arrangement
will occur in or about early March
2023.
Recommendation of the
Board
The Arrangement was approved by the board of directors of
Waterloo Brewing (the "Board") upon the unanimous recommendation of
the special committee of the Board (the "Special Committee") after
the Special Committee consulted with legal and financial advisors,
and based in part on fairness opinions rendered by each of
Canaccord Genuity Corp. and Paradigm Capital Inc., as more
particularly described in the Circular. The Board has unanimously
determined that the Arrangement is in the best interests of
Waterloo Brewing and is fair to Waterloo Brewing shareholders.
Accordingly, the Board unanimously recommends that Waterloo
Brewing shareholders and optionholders vote in favour of the
Arrangement at the Meeting.
Shareholder Assistance
Waterloo Brewing shareholders and optionholders who require
assistance with the procedure for voting may contact Computershare
Investor Services Inc. toll free at 1-800-564-6253 (North America) or 1-514-982-7555
(outside North America), or by
email at service@computershare.com.
Advisors
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
Canada Inc. and Carlsberg Breweries A/S.
About Waterloo Brewing
Ltd.
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.
Cautionary
Note Regarding Forward Looking Statements
This press release contains forward-looking information
within the meaning of applicable Canadian securities legislation,
including relating to: the Arrangement (including the terms,
timing, closing and conditions precedent thereto), the timing and
receipt of the final order of the Court in respect of the
Arrangement, the timing of receipt of the Meeting Materials, the
timing of the Meeting, and the timing, receipt and nature of
shareholder and Court approval for the Arrangement. Such
forward-looking information
necessarily involves known and unknown
risks and uncertainties and assumptions. These
risks, uncertainties and assumptions include, but are not limited
to: the risk that the Arrangement will not be approved by Waterloo
Brewing shareholders and optionholders; failure to, in a timely
manner, or at all, obtain
the necessary Court approval for the Arrangement and other customary
risks associated with transactions of this nature (including with
respect to the conditions precedent thereto). Therefore,
forward-looking information should be considered carefully and
undue reliance should not be placed on such information. Please
note that forward-looking information in this news release reflects
management's expectations as of the date hereof, and therefore is
subject to change. Waterloo Brewing disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future
events or otherwise, except as required
by law. 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).
SOURCE Waterloo Brewing Ltd.