KITCHENER, ON, Feb. 28,
2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo
Brewing") (TSX: WBR) is pleased to announce that Waterloo
Brewing has obtained a final order of the Ontario Superior Court of
Justice (Commercial List) approving the previously announced plan
of arrangement under Section 182 of the Business Corporations
Act (Ontario) (the
"Arrangement") involving Waterloo Brewing and Carlsberg
Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of
Carlsberg Breweries A/S. Pursuant to the Arrangement, all of the
outstanding common shares of Waterloo Brewing will be acquired by
the Purchaser for $4.00 in cash per
share (without interest).
The completion of the Arrangement remains subject to the
satisfaction or waiver of certain conditions precedent customary
for transactions of this nature. Assuming the satisfaction or
waiver of these conditions precedent, the Arrangement is expected
to be completed on or about March 7,
2023. Following completion of the Arrangement, the common
shares of Waterloo Brewing 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.
Shareholder Assistance
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.
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 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. 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.
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 of
closing of the Arrangement, de-listing of the common shares of
Waterloo Brewing from the Toronto Stock Exchange (including timing
and effect thereof) and the applications of 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: the customary risks associated with the
Arrangement (including with respect to the conditions precedent
thereto). While Waterloo Brewing believes 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 precedent (not
otherwise waived) to completion of the Arrangement, including 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.