- Bespoke Capital Acquisition Corp. (TSX: BC.U) and Vintage Wine Estates enter into merger agreement.
- Vintage Wine Estates’ revenue and EBITDA have experienced a CAGR of more than 20% since 2010.
- Paul Walsh, executive chairman of BCAC and former CEO of Diageo, will become non-executive chairman of the merged company. Pat Roney, CEO and founder of Vintage Wine Estates, will continue to lead the merged company.
- The forecast form implied a market capitalization and enterprise value of approximately $690 million.
- Wasatch Global Investors acquires a $28 million stake in Vintage Wine Estates.
- Bespoke Capital Acquisition Corp. is introduced on NASDAQ
- An investor conference call is scheduled for Thursday, February 4 at 8:30 a.m. (Eastern Time).
Toronto, ON and Santa Rosa, CA – February 4, 2021 – Bespoke Capital Acquisition Corp. (TSX:BC.U) (TSX:BC.WT.U) (OTCPK:BKCQ.F) (“BCAC”), a publicly traded special acquisition company, and Vintage Wine Estates (“VWE” or the “Company”), one of America’s fastest growing wine producers with a leading direct-to-consumer sales platform, today announced a definitive business combination agreement that will make VWE a publicly traded company. The combined company will be called Vintage Wine Estates, Inc. The merger has been approved by both Boards of Directors and all major shareholders of VWE have approved the transaction. The closing of the merger is not subject to any financing requirement or minimum payment, but only to customary closing conditions for a transaction of this nature. Prior to the signing of the definitive agreement, funds managed by Wasatch Global Investors acquired a $28 million interest in VWE from existing investors.
VWE is a growing wine producer in the United States. Since its founding 20 years ago, the company has grown organically, making more than 20 acquisitions, and today sells nearly 2 million nine-liter cases per year. VWE is diversified in terms of price and options, with more than 50 brands sold at prices from $10 to $150, with most sold in the $12 to $20 price range. In addition, the company applies a balanced multi-channel strategy that includes direct sales, wholesale and exclusive brands at national retailers. The result is a stable platform that has done well even in times of economic uncertainty. Since VWE was founded in 2010, revenue and EBITDA have grown at an average of +20% per year.
The merger should enable VWE to expand and accelerate its proven growth strategy. VWE will continue to be led by Pat Roney as CEO and will retain VWE’s highly experienced management team, complemented by Paul Walsh, former CEO of Diageo, as non-executive chairman. BCAC key partners Rob Berner and Mark Harms will join the Board as non-executive directors. The combined company will have a strong group of independent directors, including experienced executives from the wine, finance and legal sectors, with a focus on ESG issues and diversity.
Highlights of real estate investment of the period :
- A large and growing industry – The highly fragmented U.S. wine industry, with sales in excess of $45 billion, has grown steadily and steadily over the past 25 years. Compared to other wine-consuming markets, VWE believes the U.S. market has significant growth potential.
- Extremely attractive financial profile – VWE has a solid track record of long-term growth, including net sales and average annual EBITDA growth of more than 20% since 2010.
- A proven growth strategy and strong balance sheet – VWE has successfully integrated more than 20 acquisitions since 2010 and plans to continue to achieve strong growth through acquisitions due to an efficient merger and acquisition process and a strong balance sheet with approximately $400 million in assets. The Company is expected to have no net debt at closing.
- Diversified distribution targeted at fastest growing segment – VWE has a balanced approach to distribution through direct sales, business-to-business and wholesale channels, targeting the fastest growing segment of the wine industry with a high price tag of $10 to $20.
- Well positioned for margin expansion – Expansion of production capacity (from 7 million cases per year to 15 million) through investment in a high-speed bottling line, coupled with new storage and distribution centers, positions the company for significant margin expansion in the long term.
- Experienced management coupled with world-class oversight – VWE’s CEO and President together have more than 60 years of industry experience. Paul Walsh, President of the merged company, has extensive experience in the consumer goods industry, including a 13-year tenure as CEO of Diageo, where he and his team created more than $80 billion in shareholder value.
- Alignment of shareholders – The principal shareholders of VWE and Bespoke Capital Partners will retain their interests in the merged company and be subject to an 18-month lock-up period as evidence of their belief in the merger. In support of the transaction, Bespoke Capital Partners will dispose of one-third of its Class B shares and warrants.
Paul Walsh, Executive Chairman of the BCAC, stated, “After evaluating more than 100 companies, we are pleased to have identified VWE as an ideal merger partner. The company represents a unique and attractive investment opportunity in the consumer staples sector.” VWE’s well-diversified portfolio of quality brands, covering all price points, and VWE’s differentiated multi-channel marketing approach provide a good balance. In addition, the company has a management team experienced in synergistic transactions that are expected to deliver long-term profitable growth and shareholder value, in addition to impressive organic growth.
“We are excited to partner with the BCAC to transform VWE into a publicly traded company,” said Pat Roney, founder and CEO of VWE. “Our advantages in the highly fragmented wine industry, our industry-leading DTC platform that positions us well in the post-COVID consumer world, and our portfolio of premium brands provide a solid foundation for developing and sustaining solid long-term growth. “Thanks to our broad access to capital and the wealth of knowledge and operational experience the BCAC team has built, we see ourselves at a positive inflection point in our growth prospects. This transaction will not only allow us to invest in the development of our brands to increase our market share where appropriate, but will also facilitate the next phase of our rapid growth in the U.S. wine industry.”
The Transaction Agreement automatically extended the authorized closing date of the BCCA for the Qualified Transaction to May 15, 2021.
Review of the operation
Under the transaction agreement, a subsidiary of BCAC will merge with VWE. BCAC will change the jurisdiction of its incorporation from the Province of British Columbia to the State of Nevada (the “Domestication”) and BCAC will change its name to Vintage Wine Estates, Inc. The transactions are intended to be an eligible acquisition of BCWAC under SPAC rules.
Each outstanding Class A limited voting share of BCAC and each outstanding Class B share of BCAC held by Bespoke Capital Partners will be converted into one share of BCAC on a one-for-one basis following the merger. The BCAC warrants will also be converted into corresponding warrants for BCAC common shares.
Holders of VWE shares will receive common shares of the BCAC issued at a price of $10.00 per share (excluding holders of Dissenting Shares and certain excluded shares). Certain minority shareholders of VWE and holders of the existing VWE Management Incentive Plan will receive compensation totaling approximately $41 million (subject to certain adjustments and exceptions).
The Board of Directors of VWE has determined that a transaction agreement and transactions are in the best interest of VWE. VWE’s major shareholders have agreed to enter into the definitive agreement.
The BCAC Board of Directors has determined that the transaction agreement and transactions are in the best interests of BCAC. The BCAC Board of Directors has recommended that BCAC shareholders vote in favor of inclusion of the transaction nationally, the merger (if BCAC is listed on NASDAQ prior to closing) and related matters.
The execution, merger and related matters will be discussed at a special meeting of BCAC shareholders expected to be held in the second quarter of 2021. The BCAC will also offer holders of Class A Shares with Restricted Voting Rights the opportunity to redeem all or part of their Class A Shares with Restricted Voting Rights in accordance with the BCAC’s corporate documents.
In parallel with the signing of the purchase agreement, Bespoke Capital Partners entered into a support agreement, in which it agreed, among other things, to vote in favor of the domestication, and certain shareholders of VWE entered into a support agreement, in which they agreed, among other things, to vote in favor of the transaction.
Completion of the transactions is subject to the approval of the shareholders of BCAC and VWE, compliance with securities laws and customary conditions at the time of the merger.
In connection with the consummation of the merger and related transactions, certain shareholders of VWE and Bespoke Capital Partners entered into an investor rights agreement providing for, among other things, voting arrangements, registration rights and certain other restrictions.
Canaccord Genuity and Citi are the capital markets advisors to the BCAC. Citi and XMS Capital Partners, LLC are financial advisors to the BCAC. Mr. Cowen is VWE’s principal financial advisor and sole capital markets advisor. Cowen also acted as sole placement agent on the secondary sale to Wasatch Global Investors. Jones Day and Blake, Cassels & Graydon LLP are counsel to the BCAC. Foley & Lardner LLP and Stikeman Elliott are the counsel for VWE.
Information conference call investors
On Thursday, February 4, 2021 at 8:30 a.m. (Eastern Time), BCAC and VWE will hold a joint conference call with investors to discuss the proposed transaction. A live webcast of the teleconference, which can be replayed, an investor presentation with additional details on the proposed transaction and a transcript of the investor teleconference will be available at https://www.bespokespac.com/. The investor presentation will also be available today on SEDAR and EDGAR, which can be accessed at www.sedar.com and www.sec.gov/edgar.
Over Bespoke Capital Acquisition Corp.
Bespoke Capital Acquisition Corp. is an acquisition company incorporated under the laws of the Province of British Columbia for the purpose of making, directly or indirectly, a qualifying acquisition. BCAC is led by an experienced team of managers, operators and investors who have played a key role in the creation and development of profitable public and private basic food companies, both organically and through acquisitions, to create shareholder value. For more information, visit https://www.bespokespac.com/.
Vintage Wine Estates, Inc.
Vintage Wine Estates is a family of wineries and vineyards with the sole purpose of producing the highest quality wines and an incredible customer experience at wineries in Napa, Sonoma, Central California, Oregon and Washington. Since its founding 20 years ago, the company has grown both organically and through acquisitions to become the 15th largest wine producer in the United States and today sells approximately 2 million nine-liter cases per year. To achieve this growth, the company retains, builds, manages and markets its many brands and services to customers and consumers through a balanced multi-channel strategy that includes direct sales, wholesale distribution and exclusive brands at national retailers. VWE is diversified in terms of price and options, with more than 50 brands sold between $10 and $150, most of which are sold between $12 and $20. For more information, visit https://www.vintagewineestates.com/.
Certain statements in this press release are forward-looking statements within the meaning of U.S. securities laws and forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). All forward-looking statements are statements that are not historical facts and are generally identified by words such as “expects”, “believes”, “continues”, “estimates”, “anticipates”, “future”, “intends”, “may”, “should”, “model”, “plans”, “pro forma”, “projects”, “seeks”, “should”, “would” or similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding estimates and projections of financial and performance indicators, market opportunity and market share expectations, business plans and strategies, expansion and acquisition opportunities, growth prospects and consumer and industry trends. These statements are based on various assumptions, whether or not set forth in this press release, and on the current expectations of BCAC management and are not guarantees of actual performance. These forward-looking statements are for illustrative purposes only and are not intended to be, and should not be construed by investors as, guarantees, representations or definitive statements of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of the BCAC. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the following the impact of economic conditions in the industries and markets in which VWE operates, including capital market conditions, price fluctuations, interest rates and market demand ; the ability of the parties to successfully or timely complete the transactions, including the risk that necessary regulatory approvals may not be obtained, may be delayed or may be subject to unforeseen circumstances that could adversely affect the merged business or the anticipated benefits of the transactions, or that the approval of BCA or VWE shareholders may not be obtained and inability to realize the anticipated benefits of the transactions; risks related to the uncertainty of estimated financial information; the impact of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of planned commercial milestones; the amount of any buyouts by BCA shareholders in connection with the transactions; the potential negative impact of the ongoing COVID-19 pandemic on VWE and U.S. economy; reduced or unexpected changes in consumer demand for VWE products; the impact of environmental disasters, natural disasters, diseases, pests, weather conditions and inadequate water supply on VWE’s operations; VWE’s heavy reliance on distribution channels; potential damage to the reputation of VWE’s brands from internal and external sources ; potential reduction in the quality of VWE’s wine ratings potential departure of senior management of VWE or the merged company; integration risks associated with acquisitions; changes in applicable laws and regulations and significant costs to VWE associated with operating in a highly regulated industry; the ability of VWE and the merged company to make payments on its debt; and factors set forth in laws and regulations filed with the U.S.-U.S. regulatory filings or filings required to be made with the U.S. Securities and Exchange Commission (“SEC”) or Canadian securities regulatory authorities. Other risks may exist that are not known to the SEC or that the SEC currently considers immaterial, which may cause actual results to differ from those expressed or implied in such forward-looking statements. In addition, forward-looking statements reflect the BCAC’s expectations, plans or projections regarding future events and positions as of the date of this press release. The BCBC undertakes no obligation to update or revise any forward-looking statements contained in this document, except as required by law. Accordingly, undue reliance should not be placed on these forward-looking statements.
Important information and where to find it
In connection with these transactions, the BCAC intends to : (1) to the Securities and Exchange Commission (the “SEC”) a consent statement/prospectus (the “consent statement/prospectus”) containing VWE’s consent statement and BCAC’s prospectus to be distributed to BCAC and VWE shareholders; (2) to Canadian securities regulators, a prospectus (the “Canadian Prospectus”) that does not constitute an offering within the meaning of Canadian securities laws ; and (3) if applicable, to Canadian securities regulators, a management information circular (the “Proxy Circular”) within the meaning of Canadian securities laws that will be distributed to BCAC shareholders. Investors and other security holders are strongly advised to read carefully and in their entirety the Proxy Circular, the Canadian Prospectus and the Proxy Circular, any amendments thereto and any other documents filed by Bcac with the Securities and Exchange Commission or the Canadian securities regulatory authorities when available, as they will contain important information about Bcac, Vwe and the transactions. Investors and security holders may obtain free copies of these documents, when available, and other documents filed with the Securities and Exchange Commission at WWW.sec.gov and filed with the Canadian securities regulatory authorities at WWW.sedar.com or by making a request to Bcac at 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver, BC v7x1l3.
No investment in the securities described herein has been approved or disapproved by the Canadian Securities Commission, the Canadian Securities Administrators or any other regulatory authority, nor has any authority approved or disapproved the merits of the Offering or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offence.
Disclosure; measures not in accordance with generally accepted accounting principles (GAAP)
The financial information and data in this press release are unaudited and do not comply with Regulation S-X. Such information and data may not be included, may be amended or may be presented differently in prospectuses or registration statements filed by BCAC with the Securities and Exchange Commission (SEC) or Canadian securities regulatory authorities, and such differences may be material. In particular, all of VWE’s financial information contained herein is preliminary and subject to risks and uncertainties. Any differences between VWE’s actual results and the financial information included herein may be material.
Certain financial information and data in this presentation, such as EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization, have not been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The BCAC believes that the use of this non-GAAP financial measure provides investors with an additional tool to assess historical or projected operating performance and trends and to compare VWE’s financial performance to that of other similar companies, many of which present a non-GAAP financial measure to investors. Management does not consider these non-GAAP measures to be separate or alternative to financial measures determined in accordance with GAAP. The primary limitation of these non-GAAP measures is that they reflect management’s judgment. To compensate for these limitations, management presents historical non-GAAP financial measures in conjunction with results determined in accordance with GAAP. Reference should be made to VWE’s audited financial statements, which will be included in the statement/prospectus relating to the request for consent and the Canadian prospectus (each as defined below) when they become available. However, all information necessary to provide a quantitative reconciliation of the non-GAAP financial projections to the most directly comparable GAAP financial measures is not currently available without unreasonable effort.
Participants in the qualification cycle
The BCAC and VWE and their respective directors and certain of their executive and other officers and employees may be considered participants in the solicitation of proxies or consents with respect to the transactions. Information about the directors and officers of the BCAC is included in the final long prospectus dated August 8, 2019 filed with the SEC and Canadian securities regulatory authorities. Additional information about the participants and a description of their direct and indirect interests, by security holders or otherwise, will be included in the consent/prospectus statement, Canadian prospectus, trustee and other relevant documents filed with the SEC and Canadian securities regulatory authorities in connection with the transactions. Security holders, potential investors and other interested persons should read these documents carefully and in their entirety when they are available before voting or making investment decisions. You may obtain copies of these documents, free of charge, as described above.
No movements or requests
This presentation does not constitute an offer to sell securities or a solicitation of an offer to buy securities, nor an offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. An offer of securities may be made only by means of a prospectus that meets the requirements of the Securities Act of 1933 or an exemption therefrom.
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