Bespoke Capital Acquisition Corp. (NASDAQ: BSPE) (TSX: BC.U) (TSX:
BC.WT.U) (“Bespoke” or “BCAC”), a publicly-traded special purpose
acquisition company, today announced that BCAC’s shareholders voted
to approve its proposed merger with Vintage Wine Estates (“VWE” or
the “Company”), one of the fastest growing U.S. wine producers with
an industry leading direct-to-consumer platform, at its shareholder
meeting held on May 28, 2021. The domestication of BCAC from
British Columbia to Nevada was also approved.
Paul Walsh, Executive Chairman of BCAC, commented, “We are very
pleased to reach this important milestone in the merger process and
thank all shareholders for their support. Vintage Wine Estates has
delivered tremendous growth to date, and its well-diversified
portfolio of high-quality brands spanning all price points and
differentiated omni-channel marketing approach brings a great
balance. We are thrilled to continue to support the deeply
experienced management team as VWE transitions to the public
markets and continues to drive profitable growth and enhance
shareholder value over the long term.”
On February 4, 2021, BCAC announced a definitive agreement for a
business combination with Vintage Wine Estates. Upon closing, the
combined company will be named Vintage Wine Estates, Inc. Its
common stock will remain listed on the Nasdaq Global Market under
the new ticker symbol “VWE” and on the TSX under the symbol
“VWE.U”. The warrants will remain listed on the TSX under
“VWE.WT.U”.
BCAC also announced that VWE’s shareholders have approved the
proposed merger. The closing of BCAC’s business combination with
VWE is expected to occur on or about June 7, 2021.
About Bespoke Capital Acquisition Corp.
Bespoke Capital Acquisition Corp. is a $360 million special
purpose acquisition corporation listed on the Nasdaq and TSX.
Bespoke is led by Chairman Paul Walsh (former CEO of Diageo) and an
experienced team of managers, operators and investors who have
played integral roles in helping build and grow profitable public
and private consumer staples businesses, both organically and
through acquisitions, to create value for stockholders. For more
information please visit https://www.bespokespac.com/.
About Vintage Wine Estates
Vintage Wine Estates is a family of wineries and wines whose
singular focus is producing the finest quality wines and incredible
customer experiences with wineries throughout Napa, Sonoma,
California’s Central Coast, Oregon and Washington State. Since its
founding 20 years ago, the Company has become a top 15 U.S. wine
producer via organic and acquisitive growth, today selling more
than 2 million nine-liter equivalent cases annually. To achieve
this growth, the Company curates, creates, stewards and markets its
many brands and services to customers and end consumers via a
balanced omni-channel strategy encompassing direct-to-consumer,
wholesale and exclusive brands arrangements with national
retailers. VWE is diverse across price points and varietals with
over 50 brands ranging from $10-$150 USD at retail, with the
majority selling in the $12-$20 USD price range. For more
information, visit https://www.vintagewineestates.com/.
Forward-Looking Statements
Some of the statements contained in this document 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”). Forward-looking statements are all statements other
than those of historical fact, and generally may be identified by
the use of words such as “anticipate,” “believe,” “continue,”
“estimate,” “expect,” “future,” “intend,” “may,” “model,”
“outlook,” “plan,” “pro forma,” “project,” “seek,” “should,”
“will,” “would” or other similar expressions that indicate future
events or trends. These forward-looking statements include, but are
not limited to, statements regarding closing of the investment and
the transaction, the shareholder meeting and its business,
estimates and forecasts of financial and performance metrics,
projections of market opportunity and market share, 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 identified in this
press release, and on the current expectations of BCAC’s management
and are not guarantees of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, assurance or definitive statement 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 BCAC.
Factors that could cause actual results to differ materially from
the results expressed or implied by such forward-looking statements
include, among others: the effect of economic conditions on the
industries and markets in which VWE operates, including financial
market conditions, fluctuations in prices, interest rates and
market demand; the ability of the parties to successfully or timely
consummate the transactions, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the transactions or
that the approval of the shareholders of BCAC or VWE is not
obtained; failure to realize the anticipated benefits of the
transactions; risks relating to the uncertainty of the projected
financial information; the effects of competition on VWE’s future
business; risks related to the organic and inorganic growth of
VWE’s business and the timing of expected business milestones; the
amount of redemptions, if any, made by BCAC’s shareholders in
connection with the transactions; the requirement for Wasatch to
fund the subscription price on closing; the potential adverse
effects of the ongoing COVID-19 pandemic on VWE’s business and the
U.S. economy; declines or unanticipated changes in consumer demand
for VWE’s products; the impact of environmental catastrophe,
natural disasters, disease, pests, weather conditions and
inadequate water supply on VWE’s business; VWE’s significant
reliance on its distribution channels; potential reputational harm
to VWE’s brands from internal and external sources; possible
decreases in VWE’s wine quality ratings; possible departures from
VWE’s or the combined company’s senior management team; integration
risks associated with acquisitions; changes in applicable laws and
regulations and the significant expense to VWE of operating in a
highly regulated industry; VWE’s and the combined company’s ability
to make payments on its indebtedness; and those factors discussed
in documents of BCAC filed, or to be filed, with the U.S.
Securities and Exchange Commission (“SEC”) or Canadian securities
regulatory authorities. There may be additional risks that BCAC
does not know or that BCAC currently believes are immaterial that
could also cause actual results to differ from those expressed in
or implied by these forward-looking statements. In addition,
forward-looking statements reflect BCAC’s expectations, plans or
forecasts of future events and views as of the date of this press
release. BCAC undertakes no obligation to update or revise any
forward-looking statements contained herein, except as may be
required by law. Accordingly, undue reliance should not be placed
upon these forward-looking statements.
Important Information and Where to Find It
In connection with the transactions, BCAC has filed (1) with the
SEC a consent solicitation statement/prospectus (the “Consent
Solicitation Statement/Prospectus”), which includes a consent
solicitation statement of VWE and a prospectus of BCAC disseminated
to BCAC shareholders and VWE shareholders; (2) with Canadian
securities regulatory authorities a non-offering prospectus (the
“Canadian Prospectus”) under Canadian securities laws disseminated
to BCAC shareholders; and (3) with Canadian securities regulatory
authorities a management proxy circular (the “Proxy Circular”)
under Canadian securities laws disseminated to BCAC shareholders.
INVESTORS AND OTHER SECURITY HOLDERS ARE URGED TO READ THE CONSENT
SOLICITATION STATEMENT/PROSPECTUS, THE CANADIAN PROSPECTUS AND THE
PROXY CIRCULAR, ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS
FILED BY BCAC WITH THE SEC OR CANADIAN SECURITIES REGULATORY
AUTHORITIES CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT BCAC, VWE AND THE TRANSACTIONS.
Investors and security holders may obtain free copies of these
documents and other documents, with respect to those filed with the
SEC, at www.sec.gov, and with respect to those filed with the
Canadian securities regulatory authorities, at www.sedar.com, or by
directing a request to BCAC at 595 Burrard Street, Suite 2600,
Three Bentall Centre, Vancouver, BC V7X1L3.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC, CANADIAN SECURITIES REGULATORY
AUTHORITIES OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
BCAC and VWE and their respective directors and certain of their
respective executive officers and other members of management and
employees may be considered participants in the solicitation of
proxies or consents with respect to the transactions. Information
about the directors and executive officers of BCAC and VWE and a
description of their direct and indirect interests, by security
holdings or otherwise, are set forth in the Consent Solicitation
Statement/Prospectus, the Canadian Prospectus and the Proxy
Circular. Additional information may be set forth in other relevant
materials to be filed with the SEC and Canadian securities
regulatory authorities regarding the transactions. Security
holders, potential investors and other interested persons should
read these materials carefully and in their entirety when they
become available before making any voting or investment decisions.
You may obtain free copies of these documents as indicated
above.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer or sale of securities in any jurisdiction where such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of the Securities
Act of 1933 or an exemption therefrom.
Contacts:
Investors
Mark HarmsBespoke Capital Partners
LLCinformation@bespokecp.com+44-207-016-8050
or
ICRBespokeIR@icrinc.com
Media
Alecia PulmanBespokePR@icrinc.com
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