Diamond Estates Wines & Spirits Announces the Acquisitions of the Equity Wine Group and the Shiny Apple Cider Brand
August 5, 2021, Niagara-on-the-Lake, Ontario – Diamond Estates Wines & Spirits Inc. (“Diamond Estates” or “the Company”) (DWS-TSX Venture) is pleased to announce that it is finalizing the definitive purchase agreements (the "Definitive Agreements") to acquire (i) all of the issued and outstanding securities of Equity Wine Group Inc.("Equity Wine"), owners of the Creekside Estate Winery ("Creekside") and Queenston Mile Vineyards ("Queenston Mile") wine and cider brands (the "Equity Wine Acquisition"), and (ii) the Shiny Apple craft cider brand (the "Shiny Apple Brand") from Stonechurch Vineyards and Winery Holdings ("Stonechurch", such acquisition being the "Stonechurch Acquisition", and together with the Equity Wine Acquisition, the ("Acquisitions"). Completion of the Acquisitions will be dependent on Diamond raising a minimum total of $8.5 million in equity through private placements (the "Financing").
About Equity Wine
Equity Wine is an Ontario private corporation with wineries in Jordan Station and St. David's Ontario. Its two wineries, Creekside and Queenston Mile, also produce Red Tractor Wines, Rood Apples Cider and have the rights to produce and distribute Proud Pour Wines. The wineries currently distribute via the LCBO, Ontario grocery stores, over 400 restaurants, the winery and online for home delivery. Both wineries are highly decorated and recognized for the quality of their wines.
Creekside opened in 1997 and is led by a passionate group of industry veterans with decades of experience in their respective fields. The chosen varietals are unique for the region with a focus on Sauvignon Blanc and Syrah.
Queenston Mile is one of the newest wineries in Niagara - opened in late 2018. The winery focuses on Chardonnay, Pinot Noir and Sparkling wine and also hosts Proud Pour Wines - an environmental wine venture raising money to protect pollinators and wild oyster beds.
About the Shiny Apple Brand
The Shiny Apple Brand is one of the dominant brands in the Ontario craft cider sales category. First launched by Stonechurch in 2014, Shiny Apple has grown to become the number two Ontario craft cider. Made only from fresh-pressed Ontario apples, the juice is squeezed in small batches, craft style then fermented to extract the very best flavours. The Shiny Apple Brand is currently sold through the LCBO and Ontario grocery stores.
Benefits of the Acquisitions
The Acquisitions are anticipated to generate an incremental $1.0 million EBITDA in the twelve months following closing, growing to over $3.0 million by fiscal 2025. Management forecasts that with the continued expansion of domestic and international markets and the return to more normal market conditions globally, the Acquisitions are expected to cumulatively generate compound annual revenue growth in excess of 10% through fiscal 2025. These incremental revenues are expected to come from a combination of expanded market coverage and penetration.
Acquiring the Shiny Apple Brand will spearhead Diamond's entry into the craft cider market. Further, Equity Wine's mid-priced VQA brands will strengthen Diamond's portfolio of existing brands in attractive channels and segments where the Company has not previously had a strong position. It will allow the Company to capitalize on its existing access to broader channels, such as grocery and licensee while simultaneously expanding geographically, in the export and extra-provincial channels. The Acquisitions will also serve to deepen the Company's online and direct to consumer segments.
In addition to the revenue synergies, the Acquisitions will provide several other key benefits to Diamond. They will create operational efficiencies by leveraging the Company's winemaking, selling and administration expenses in addition to purchasing and sourcing synergies.
The combination of the continued effort to improve the Company's performance together with the addition of the businesses of Equity Wine Group and the Shiny Apple Brand and the synergies that these Acquisition will generate will result in a significant accretion in the Company's EBITDA. Cumulatively, the acquisitions are expected to generate an incremental $30 million in gross revenue and $9 million in incremental EBITDA over the four-year period ending in fiscal 2025
Murray Souter, CEO of Diamond, states, "We are excited to be adding the Equity Wine's business and the Shiny Apple brand to our portfolio. They each represent a unique and compelling opportunity for Diamond to expand and grow in market segments where we have not had a significant presence. We are pleased that we will be able to offer these complimentary, quality brands to our customers in all channels. Not only do they represent another attractive way of serving our customers' needs, but they also provide a strong financial addition to our base business while furthering the growth of our operations nationally."
Andrew Howard, President of Equity Wines states, "We are very pleased to forge this new relationship with the Diamond team. We see this as a terrific way to continue the growth of Creekside and Queenston Mile as well as the other brands - Red Tractor, Rood Apple Cider and Proud Pour wines. The combination of these companies creates opportunity to grow here in Ontario, across the country and into export markets. We believe that we're better together and we imagine an exciting and dynamic time as we join Diamond on their journey forward."
Hank Hunse, the CEO of Stonechurch states, "We are thrilled that Diamond will continue the journey that this brand began only a few short years ago. With Diamond's ability to build distribution and expand our market presence, we anticipate that the Shiny Apple cider brand will continue to enjoy success under the Diamond brand umbrella. Our agreement ensures Stonechurch will continue to produce our popular cider on behalf of Diamond and will support future expansion and growth."
The Acquisitions are subject to the execution of definitive agreements and customary closing conditions including of the approval of the TSX Venture Exchange (the "TSXV") and Bank of Montreal. The Company expects to close the Acquisitions on or around September 10, 2021.
The Equity Wine Agreement
The Company will be entering into a definitive purchase agreement with the shareholders of Equity Wine (collectively, the "Equity Sellers"), whereby the Company will acquire all of the outstanding securities of Equity Wine (the "Equity Wine Agreement"). Pursuant to the terms of the Equity Wine Agreement, the Company has agreed to pay the Equity Sellers as follows: (i) $1.5 million in cash payable on closing (the "Equity Cash Payment"), subject to a working capital adjustment; (ii) $5.5 million in common shares of Diamond (the "Equity Consideration Shares") payable on closing; (iii) 22,916,667 share purchase warrants each entitling the holder to acquire three quarters (3/4) common share of the Company at an exercise price of $0.22 for a period of 36 months from their date of issuance and valued at $476,667 under Black-Scholes and (iv) the assumption of the Equity Wine's term and line-of-credit debt of approximately $4.1 million with the Bank of Montreal. The Equity Consideration Shares will be issued at a deemed price of $0.18 per share. The Equity Consideration Shares will be subject to certain contractual restrictions on trading for a period of 12 months from the date of issuance with equal portions being released from escrow every quarter. The Equity Cash Payment will be paid from a portion of the cash proceeds raised from the Financing, as further discussed below.
The Stonechurch Agreement
The Company will be entering into a definitive purchase agreement with Stonechurch, whereby the Company will acquire all of the rights and title to the Shiny Apple Brand (the "Stonechurch Agreement"). Pursuant to the terms of the Stonechurch Agreement, the Company has agreed to pay Stonechurch aggregate consideration of $2.5 million payable in cash on closing (the "Stonechurch Cash Payment"), subject to a working capital adjustment. As a condition to closing, Diamond and Stonechurch shall enter into a production and co-packing agreement whereby Stonechurch will continue to produce the Shiny Apple Brand under Diamond's monitoring and oversight for a minimum period of 2 years.
The Stonechurch Cash Payment will be paid from a portion of the cash proceeds raised from the Financing, as further discussed below.
The Company has entered into an agreement with Paradigm Capital Inc. (the "Agent") in connection with a proposed best efforts private placement for total gross proceeds of up to approximately $8.5 million. The Financing will consist of up to 47,223,000 units (the "Units") at $0.18 per Unit (the "Issue Price"), with each Unit consisting of one common share and three-quarters (¾) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable at $0.22 per common share for 36 months following the closing of the Financing.
The Company has granted the Agent to sell up to that number of additional Units equal to 15% of the base Financing, at the Issue Price, exercisable up to 48 hours prior to the closing of the Financing. The Units will be sold to accredited investors in Canada and in the U.S. in compliance with applicable securities laws.
It is anticipated that certain shareholders and insiders of the Company will participate in the Financing. Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), such participation by insiders will constitute a "related party transaction". The Company intends to rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 as it is anticipated that neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, will exceed 25% of the Company's market capitalization (as determined under MI 61-101).
All securities issued in connection with the Financing are subject to a four-month hold period from the closing of the transaction. The Company intends to use the net proceeds of the Financing to pay for the Acquisitions, and for general working capital purposes. The Financing will be subject to the approval of the TSXV.
About Diamond Estates Wines and Spirits Inc.
Diamond Estates Wines and Spirits Inc. is a producer of high-quality wines and a sales agent for over 120 beverage alcohol brands across Canada. The Company operates two wineries, one in Ontario and one in British Columbia, that produce predominantly VQA wines under such well-known brand names as 20 Bees, EastDell, Lakeview Cellars, Dan Aykroyd, Fresh, McMichael Collection, Seasons, Serenity, and Backyard Vineyards. Through its wholly owned subsidiary, Trajectory Beverage Partners, the Company is the sales agent for many leading international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Josh wines from California, Fat Bastard and Andre Lurton wines from France, Kaiken wines from Argentina, Blue Nun wines from Germany, Francois Lurton wines from France and Argentina, Felix Solis wines from Spain, Waterloo Brewing from Ontario, Landshark Lager from the USA, Marston's beers from England, Edinburgh Gin, Tamdhu, Glengoyne and Smokehead single-malt Scotch whiskies from Scotland, Barcelo Rum from the Dominican Republic, Becherovka Liqueur from the Czech Republic, C.K. Mondavi & Family wines (including Charles Krug) from Napa, Bols Vodka from Amsterdam, Koyle Family Wines from Chile, Pearse Lyons whiskies and gins from Ireland, Niagara Craft Distillers' beverages from Ontario, Fontana di Papa wines and Cielo e Terra wines from Italy.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NON-IFRS FINANCIAL MEASURES
The following financial measures do not have any standardized meaning under IFRS and may not be comparable to similar measures employed by other companies:
"Earnings before interest, income taxes, depreciation and amortization" ("EBITDA") is calculated as net income before depreciation, amortization, asset impairments, gains or losses on the sale of equipment, finance income and costs, gains or losses on foreign exchange, income tax expense, transaction costs and reverse takeover costs.
Management of the Company believes that these financial measures are useful for investors and other readers, when used in conjunction with other IFRS financial measures, as they are measurers used internally by management to evaluate performance. However, these financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with IFRS.
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Diamond Estates Wines and Spirits Inc. to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to the economy generally; consumer interest in the services and products of the Company; financing; competition; and anticipated and unanticipated costs. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the views of the Company as of any date subsequent to the date of this press release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
This press release contains future‐oriented financial information and financial outlook information (collectively, "FOFI") about the Company's proposed acquisitions and their contributions to the Company's financial position, including future revenue and EBITDA, and components thereof, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth above under "Forward Looking Information". FOFI contained in this press release was approved by management as of the date of this press release and was included for the purpose of providing further information about the Company's anticipated acquisitions. The Company disclaims any intention or obligation to update or revise any FOFI contained in this press release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.
Not for dissemination in the United States
Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the " U.S. Securities Act "), or any applicable state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
For more information, please contact:
J. Murray Souter, President & CEO
905.641.1042 Ext 234
Ryan Conte, Chief Financial Officer
Phone: (905) 933-8244
Diamond Estates Wines & Spirits Inc.
1067 Niagara Stone Rd., Niagara-on-the-Lake, Ontario, L0S 1J0
Not for dissemination in the United States or for distribution to U.S. newswire services.