WBR Waterloo Brewing Ltd

KITCHENER, ON, Feb. 23, 2023 /CNW/ -

Waterloo Brewing Ltd. ("Waterloo Brewing") (TSX: WBR) is pleased to announce the results of its special meeting (the "Special Meeting") of the holders (the "Shareholders") of the common shares in the capital of Waterloo Brewing ("Common Shares") and the holders (the "Optionholders", and together with the Shareholders, the "Securityholders") of stock options of Waterloo Brewing ("Options") held on February 23, 2023. At the Special Meeting, the Securityholders passed a resolution to approve Waterloo Brewing's previously announced arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement") with Carlsberg Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Carlsberg Breweries A/S. Pursuant to the Arrangement, all of the outstanding Common Shares will be acquired by the Purchaser for $4.00 in cash per share (without interest). At the Special Meeting, Securityholders overwhelmingly voted in favour of the special resolution approving the Arrangement (the "Arrangement Resolution").

The Arrangement Resolution was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by the Shareholders and the Optionholders, voting as a single class, voting virtually or represented by proxy and entitled to vote at the Special Meeting, each being entitled to one vote per Common Share held and one vote per Common Share underlying the Options held as of the record date of January 23, 2023 (the "Record Date"); (ii) at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by the Shareholders, voting as a separate class, voting virtually or represented by proxy and entitled to vote at the Meeting, each being entitled to one vote per Common Share held as of the Record Date; and (iii) a simple majority (more than 50%) of the votes cast on the Arrangement Resolution by the Shareholders, voting as a separate class, voting virtually or represented by proxy and entitled to vote at the Special Meeting, each being entitled to one vote per Common Share held as of the Record Date, and excluding any votes in respect of Common Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the "Required Approval").

A total of 27,443,918 Common Shares, representing approximately 76.40% of the outstanding Common Shares, and a total of 2,424,169 Options, representing approximately 81.87% of the outstanding Options, were represented virtually or by proxy at the Special Meeting.

The Required Approval was obtained at the Special Meeting. Below is a summary of voting in respect of the Arrangement Resolution:

(i)  Votes cast by Shareholders and Optionholders (voting as a single class):

(ii)  Votes cast by Shareholders (voting as a separate class):

(iii)  Votes cast by Shareholders, excluding any votes attached to the Common Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions:

Completion of the Arrangement is subject to the receipt of a final order of the Ontario Superior Court of Justice (Commercial List) (the "Court"), which is expected to be obtained at a final order hearing on February 28, 2023. In addition, certain conditions precedent customary for transactions of this nature are required to be satisfied or waived in order to complete the Arrangement. Provided that approval of the Court is obtained at the final order hearing and all other conditions precedent to the Arrangement are satisfied or waived, Waterloo Brewing expects the Arrangement to be completed on or about March 7, 2023. Following completion of the Arrangement, the Common Shares are expected to be de-listed from the Toronto Stock Exchange on or about March 8, 2023 and applications will be made for Waterloo Brewing to cease to be a reporting issuer and an offering corporation.

Waterloo Brewing shareholders who have questions or who require assistance with depositing their shares in connection with the Arrangement 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.

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 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.

Waterloo Brewing is Ontario's largest Canadian-owned brewery. Waterloo Brewing 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.

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, receipt and nature of the final order of the Court in respect of the Arrangement, the timing of closing of the Arrangement, delisting of the Common Shares from the Toronto Stock Exchange (including the timing and effect thereof) and the applications for Waterloo Brewing to cease to be a reporting issuer and an offering corporation (including the timing thereof). 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: 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). While the parties believe that this forward-looking information and the underlying assumptions are reasonable, undue reliance should not be placed on any such forward-looking information as it is based on information available to Waterloo Brewing on the date of this press release (which may prove to be incorrect). The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement entered into among the Purchaser, Carlsberg Breweries A/S and Waterloo Brewing dated December 14, 2022 and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions and other factors ultimately being inaccurate or irrelevant. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive. 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.