VANCOUVER, BC, Nov. 23, 2021 /CNW/ - Wildpack Beverage
Inc. (TSXV: CANS) (OTC: WLDPF) ("Wildpack" or
the "Company") is pleased to announce that
it has closed the strategic acquisition of KT Murray Corporation
dba Land and Sea Packaging ("Land and Sea") (See: Press
Release dated November 1, 2021), an
established high-volume aluminum can brokering business based in
Grand Rapids, Michigan, for
US$37.2 million (the
"Acquisition") and associated financing transactions.
Terms of the Acquisition of Land and Sea were first announced
November 1, 2021, and the purchase
price was paid through a combination of US$26.1 million cash and the issuance of
12,718,499 common shares of Wildpack ("Common Shares"),
subject to certain adjustments and holdbacks.
Thomas Walker, Chief Growth
Officer of Wildpack said, "Bringing Land and Sea onto the Wildpack
team creates great immediate synergies while setting the stage for
a new long-term growth avenue. Land and Sea is best-in-class at
packaging sales, brokering, and supply chain optimization. We have
a thorough integration strategy in place to ensure that Wildpack
absorbs the impressive learnings of Land and Sea while offering
them the support of our nationwide filling and decorating services.
Their company culture is a perfect fit for Wildpack and we expect
to see some exciting progress from their team. Adding another
successful, much larger acquisition under our belt has shown our
deal team and process is continuing to prove itself capable of
executing and constantly improving. We are confident future
acquisitions will continue to be smooth."
Tim Murray, Land and Sea
Packaging Chief Operating Officer said, "Kim and I are extremely
excited to join the Wildpack team. Our long-term plan was to expand
our business to a second location. This transaction allows us to be
part of a larger organization with 6 locations and a broader
offering that includes can decorating and filling with plans to
expand to 12 locations in 2022. The two businesses are
complementary with our focus on the container and cartons and
Wildpack's expertise in decorating, packaging, and operations. The
most important part of the transaction for us was the cultural fit.
Wildpack's people-first culture is what convinced us that this was
the right move for us and our dedicated
team."
Key Highlights of the Acquisition:
- Located in the key strategic North Central region in
Grand Rapids, Michigan, Land and
Sea Packaging is strongly aligned with Wildpack's business
plan.
- Land and Sea generated Last-12-months (LTM) Revenue of
US$21,886,000 and LTM EBITDA of
US$4,670,000.
- History of profitable operations for 20+ years.
- Acquisition achieves Wildpack's 2021 growth strategy of 6
facilities ahead of schedule.
- Land and Sea brokers approximately 90 million cans annually,
with a diverse client base across 15 U.S. states.
- Key leaders aligned with long-term employment contracts and a
seat on Wildpack's board of directors.
Financing Transactions
C$22 Million Bought Deal
of Units:
Wildpack is pleased to announce the closing of its previously
announced bought deal public offering. The offering was conducted
by Stifel GMP, as sole bookrunner and lead underwriter, on behalf
of a syndicate of underwriters including Roth Capital Partners LLC,
PI Financial Corp., and Leede Jones Gable Inc. (collectively, the
"Underwriters") pursuant to which the Underwriters purchased
on a bought deal basis, an aggregate of 22,680,412 units (the
"Units") of the Company at a price of C$0.97 per Unit (the "Offering Price") for
aggregate gross proceeds to the Company of C$22 million (the "Unit Offering").
Each Unit consists of one Common Share and one-half common share
purchase warrant of the Company (each whole common share purchase
warrant, a "Warrant"). Each Warrant is exercisable to
acquire one Common Share of the Company (a "Warrant Share")
for a period of 36 months from the date hereof at an exercise price
of C$1.26 per Warrant, subject to
adjustment in certain events.
In connection with the Unit Offering, the Company paid the
Underwriters a cash commission equal to C$1,320,000 of the gross proceeds of the Unit
Offering and issued to the Underwriters 1,320,000 non-transferable
compensation warrants exercisable at an exercise price of
$0.97 per compensation warrant.
The Units were offered pursuant to the short form prospectus
dated November 5, 2021, filed in all
provinces of Canada, except Québec
(the "Prospectus"). The Prospectus, including all documents
incorporated by reference therein, are available on the Company's
issuer profile on SEDAR at www.sedar.com.
C$20 Million Private
Placement of Debenture Units:
Wildpack is pleased to announce the closing of its previously
announced bought deal private placement for 20,000 debenture units
(the "Debenture Units") of the Company (the "Debenture
Offering"). The Debenture Offering was conducted by Stifel GMP, as
sole bookrunner and lead underwriter, on behalf of the
Underwriters.
Each Debenture Unit consisted of (i) one 8% senior unsecured
convertible debenture (the "Convertible Debentures") having
a face value of $1,000 and
convertible into Common Shares at a conversion price of
C$1.51 per Common Share (the
"Conversion Price") and maturing four years from the date
hereof (the "Maturity Date"); and (ii) 332 Warrants of the
Company (the "PP Warrants" and, together with the
Convertible Debentures, the "Underlying Securities"). Each
PP Warrant entitles the holder thereof to purchase one Common Share
at an exercise price of $1.81 for a
period of two years following the date hereof.
At any time and from time to time following the expiry of 36
months after the date hereof, the Company may, at its option,
redeem pro rata all or part of the Convertible Debentures, upon not
less than 30 nor more than 60 days' prior written notice, at a
redemption price which is equal to 110% of the principal amount
thereof, plus any accrued and unpaid interest that would otherwise
by payable to the holder from the time of the optional redemption
until the Maturity Date.
The Company may force the conversion of all but not less than
all of the principal amount of the then outstanding Convertible
Debentures at the Conversion Price if the volume weighted average
trading price of the Common Shares on the TSXV is greater than a
45% premium to the Conversion Price for the preceding twenty (20)
consecutive trading days. Holders having their Convertible
Debentures converted will receive accrued and unpaid interest
thereon in cash.
The Debenture Units are subject to a four month hold period
pursuant to applicable securities laws, expiring on March 24, 2022.
In connection with the Offering, the Underwriters received a
cash commission equal to 6% of the gross proceeds of the Debenture
Offering and nontransferable compensation warrants equal to 6% of
the gross proceeds of the Debenture Offering divided by the
Conversion Price.
The Company expects to use the remainder of the proceeds (beyond
those used to complete the Acquisition) for working capital and
general corporate purposes.
Per: "Mitch Barnard"
Mitch Barnard
Chief Executive Officer and Director
Advisors
Stifel GMP served as exclusive financial advisor to Wildpack
Beverage Inc., Fasken Martineau DuMoulin LLP is acting as legal
advisor for Wildpack Beverage Inc. Wildeboer Dellelce LLP is acting
as legal advisor for the Underwriters.
Visit our investor website at:
https://investor.wildpackbev.com
About Wildpack
Wildpack is engaged in beverage manufacturing and packaging,
operating in the middle market by providing sustainable aluminum
can filling and decorating services to brands throughout
the United States. Wildpack
currently operates indirectly through its wholly owned subsidiaries
and out of facilities in Baltimore,
Maryland, Atlanta, Georgia,
Longmont, Colorado, Sacramento, California and Las Vegas, Nevada with a focus on digital
innovation and green ready-to-drink packaging. Wildpack commenced
trading on May 19, 2021, on the TSX
Venture Exchange under the symbol "CANS.V".
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation, the use of the remaining proceeds
from the financings. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties, and
contingencies. These statements generally can be identified by the
use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or the negative thereof or similar
variations. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause future
results, performance or achievements to be materially different
from the estimated future results, performance or achievements
expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future
performance. Wildpack's statements expressed or implied by these
forward-looking statements are subject to a number of risks,
uncertainties, and conditions, many of which are outside of
Wildpack's control, and undue reliance should not be placed on such
statements. Forward-looking statements are qualified in their
entirety by the inherent risks and uncertainties related to
Wildpack's business, including: that Wildpack's assumptions in
making forward-looking statements may prove to be incorrect; delays
in filing of financial information; adverse market conditions;
risks inherent in the beverage manufacturing and packaging sector
in general; that future results may vary from historical results;
and competition in the markets where Wildpack operates. Except as
required by securities law, Wildpack does not assume any obligation
to update or revise any forward-looking statements, whether as a
result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Wildpack Beverage Inc.