Vintage Wine Estates (“VWE” or the “Company”), one of the fastest
growing U.S. wine producers with an industry leading
direct-to-consumer platform, today announced that it has completed
its previously announced business combination with Bespoke Capital
Acquisition Corp. (NASDAQ: BSPE) (TSX: BC.U) (TSX: BC.WT.U)
(“Bespoke” or “BCAC”), a publicly-traded special purpose
acquisition company.
The transaction, which was approved by BCAC shareholders at its
meeting held on May 28, 2021, and also obtained approval from VWE
shareholders, resulted in the combined company being renamed
“Vintage Wine Estates, Inc.” At the opening of trading on Tuesday,
June 8, 2021, its common stock will commence trading on the Nasdaq
Global Market under the new ticker symbol “VWE”. The common stock
and warrants are expected to be listed and posted for trading on
the TSX under the new symbols “VWE.U” and “VWE.WT.U”, respectively,
on Wednesday, June 9, 2021 but will continue to be listed and
posted for trading prior to that date under the current symbols
“BC.U” and “BC.WT.U”, respectively.
In connection with the merger and related private placement, VWE
and certain of its shareholders will receive approximately $306
million in cash proceeds. The funds received by the Company are
expected to be used to expand and accelerate its proven growth
strategy, driven by a combination of acquisition led and organic
growth, across a well-balanced omni-channel model encompassing
direct-to-consumer, wholesale and exclusive brand arrangements with
national retailers. At closing, the Company will have 60,461,611
shares outstanding, representing a market capitalization of $617.9
million based on the June 4, 2021 closing share price of
$10.22.
The combined company will be led by Pat Roney, CEO and founder
of VWE, and retain VWE’s highly experienced management team,
augmented by former Diageo CEO and Executive Chairman of BCAC, Paul
Walsh, as non-executive Chairman. Key BCAC partners Rob Berner and
Mark Harms have joined the Board of the combined company as
non-executive directors alongside a strong group of independent
directors including experienced wine industry executives and
finance/legal executives with a focus on ESG and diversity.
Mr. Roney said, “This marks the completion of another
significant milestone for VWE, and this is just the beginning of
the Company’s growth as a publicly traded company. Through the
transaction with Bespoke, we were able to use a more controlled
entry to access the public markets, and we believe the capital
gained from the transaction will allow VWE to scale and maximize
our profitability for all stakeholders. We are excited to continue
on our impressive track record and will continue to capitalize on
the opportunity the highly fragmented and rapidly growing U.S. wine
industry presents.”
Mr. Walsh said, “We are proud to bring a high quality company
like VWE, with its cutting edge direct-to-consumer platform, to the
public markets. The Company is positioned at the leading edge of
the most rapidly growing parts of the wine industry. We have a
strong admiration of VWE’s management team. They have an
outstanding reputation for innovation which has led to organic
growth and a well developed, highly successful acquisition machine.
We know they will continue investing in diversity and
sustainability where it matters most. VWE has proven itself as a
private company, and its future is bright as a public company.”
To celebrate the completion of the merger, members of VWE’s
leadership team will ring the closing bell at the Nasdaq at 4:00
p.m. ET on Tuesday, June 8, 2021. A live stream of the event and
replay can be accessed by visiting Nasdaq Stock Market Bell
Ceremonies.
Advisors
Canaccord Genuity and Citi served as lead capital markets
advisors to BCAC. D.A. Davidson & Co. and Telsey Advisory Group
also served as capital markets advisors to BCAC. Citi and XMS
Capital Partners, LLC acted as financial advisors to BCAC. Cowen
served as lead financial advisor and sole capital markets advisor
to VWE. Cowen also served as sole placement agent in connection
with the secondary share sale to Wasatch Global Investors. Jones
Day and Blake, Cassels & Graydon LLP served as legal advisors
to BCAC. Foley & Lardner LLP and Stikeman Elliott served as
legal counsel to VWE.
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 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 the Company’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 the Company.
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; 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
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 ability to make payments on its
indebtedness; and those factors discussed in documents filed by
BCAC and to be filed by the combined company, with the U.S.
Securities and Exchange Commission (“SEC”) and the Canadian
securities regulatory authorities. There may be additional risks
that the Company does not know or that the Company 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 the
Company’s expectations, plans or forecasts of future events and
views as of the date of this press release. The Company 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.
Contacts:
Investors
ir@vintagewineestates.com
Media
Mary Ann VangrinMVangrin@vintagewineestates.com
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