Constellation Brands and E. & J. Gallo Sign Agreement With Federal Trade Commission Staff Relating to Consent Order on Pendin...
2020年11月9日 - 10:30PM
Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading
beverage alcohol company, announced today that it and E. & J.
Gallo Winery have signed an Agreement Containing Consent Order with
the Bureau of Competition of the U.S. Federal Trade Commission
(FTC) regarding Gallo’s pending acquisition of a portion of
Constellation’s wine and spirits portfolio principally priced at
$11 retail and below, including certain related facilities located
in California, New York, and Washington State. The proposed consent
order marks the final stages in the FTC review process and remains
subject to review and approval by the FTC Commissioners, who
typically provide their final review within 30 to 45 days.
Therefore, Constellation anticipates closing in the fourth quarter
of fiscal 2021.
The proposed consent order, if accepted by the FTC
Commissioners, would allow Constellation and Gallo to complete the
sale under the terms of the Second Amended and Restated Asset
Purchase Agreement announced in May 2020. As set forth in the May
2020 agreement the transaction price is approximately $1.03
billion, subject to closing adjustments, of which $250 million is
an earnout if brand performance provisions are met over a two-year
period after closing. Constellation also expects to close its
separate but related transactions with Gallo to divest the New
Zealand-based Nobilo Wine brand and related assets for $130 million
and with Sazerac to divest the Paul Masson Grande Amber Brandy
brand, related inventory and interests in certain contracts for
approximately $255 million by the end of the fourth quarter of
fiscal 2021, subject to FTC acceptance of the proposed consent
order.
In addition, now that the Company is nearing the end of its
fiscal third quarter, Constellation is providing a business update
for fiscal 2021. Despite COVID-related challenges, the company
remains confident in the resiliency of its business in the midst of
the pandemic. As such, Constellation’s Beer Business now expects to
deliver results for fiscal 2021 that are in line with its
medium-term goal of sales and operating income growth in the 7%-9%
range. This assumes production of the company’s high-performing
beer brands remains uninterrupted for the remainder of the year.
Previously provided third quarter fiscal 2021 Wine and Spirits
Business guidance remains unchanged with the Gallo transaction
expected to close in the fourth quarter.
FORWARD-LOOKING STATEMENTSThis news release
contains forward-looking statements. All statements other than
statements of historical fact are forward-looking statements. The
word “expect” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These statements may
relate to business strategy, future operations, expected sales and
operating income growth, prospects, plans and objectives of
management, as well as information concerning expected actions of
third parties. All forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those set forth in, or implied by, such forward-looking
statements.
The forward-looking statements are based on management’s current
expectations and should not be construed in any manner as a
guarantee that such results will in fact occur or will occur on any
contemplated timetable. All forward-looking statements speak only
as of the date of this news release and Constellation Brands
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. The actual impact of COVID-19 and its associated
operating environment may be materiallydifferent than management’s
expectations. The pending transaction between Constellation Brands
and E. & J. Gallo Winery (the “Wine and Spirits Transaction”),
the previously announced Paul Masson Grande Amber Brandy
transaction, and the previously announced concentrates and high
color concentrate business transaction (collectively with the Wine
and Spirits Transaction, the “Pending Transactions”) and the
separate but related pending Nobilo transaction with E. & J.
Gallo Winery, are each subject to the satisfaction of certain
closing conditions, including the receipt of required regulatory
clearances. The Nobilo transaction is also conditioned on
completion of the Wine and Spirits Transaction. A condition to
closing the concentrates business transaction is the FTC acceptance
for public comment of a consent order relating to the Wine and
Spirits Transaction. There can be no assurance that the Pending
Transactions or the Nobilo transaction will occur or will occur on
the terms or timetables contemplated hereby, that Constellation
Brands will receive any specific amount of transaction proceeds
from the Pending Transactions or the Nobilo transaction, or that
Constellation Brands will receive any earnout (contingent
consideration) or any specific amount of earnout (contingent
consideration).
In addition to risks and uncertainties associated with ordinary
business operations, the forward-looking statements contained in
this news release are subject to other risks and uncertainties,
including FTC acceptance of the consent order for public comment,
approval of the Consent Decree by the Commissioners of the FTC,
completion of the Pending Transactions and the Nobilo transaction
on the expected terms, conditions and timetables; regulatory
requirements; actual purchase price adjustments and other actual
closing adjustments; the actual market performance of brands
included in the contingent consideration payment opportunity; the
duration and impact of the COVID-19 pandemic, including but not
limited to closure of non-essential businesses, which may include
our manufacturing facilities, quarantines or curfews, and other
governmental containment actions; production or shipment
difficulties that could adversely affect our ability to supply our
customers; the accuracy of all projections; and other factors and
uncertainties disclosed from time-to-time in Constellation Brands’
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the fiscal year ended February 29,
2020, which could cause actual future performance to differ from
current expectations.
ABOUT CONSTELLATION BRANDSAt Constellation
Brands (NYSE: STZ and STZ.B), our mission is to build brands that
people love because we believe sharing a toast, unwinding after a
day, celebrating milestones, and helping people connect, are Worth
Reaching For. It’s worth our dedication, hard work, and the bold
calculated risks we take to deliver more for our consumers, trade
partners, shareholders, and communities in which we live and work.
It’s what has made us one of the fastest-growing large CPG
companies in the U.S. at retail, and it drives our pursuit to
deliver what’s next.
Today, we are a leading international producer and marketer of
beer, wine, and spirits with operations in the U.S., Mexico, New
Zealand, and Italy. Every day, people reach for our high-end,
iconic imported beer brands such as Corona Extra, Corona Light,
Corona Premier, Modelo Especial, Modelo Negra, and Pacifico, and
our high-quality premium wine and spirits brands, including the
Robert Mondavi Brand Family, Kim Crawford, Meiomi, The Prisoner
Brand Family, SVEDKA Vodka, Casa Noble Tequila, and High West
Whiskey.
But we won’t stop here. Our visionary leadership team and
passionate employees from barrel room to boardroom are reaching for
the next level, to explore the boundaries of the beverage alcohol
industry and beyond. Join us in discovering what’s Worth Reaching
For.
To learn more, follow us on Twitter @cbrands and visit
www.cbrands.com.
MEDIA CONTACTS |
INVESTOR RELATIONS CONTACTS |
Mike McGrew 773-251-4934 /
michael.mcgrew@cbrands.comAmy Martin 585-678-7141 /
amy.martin@cbrands.com |
Patty Yahn-Urlaub 585-678-7483 /
patty.yahn-urlaub@cbrands.comMarisa Pepelea 312-741-2316 /
marisa.pepelea@cbrands.com |
A downloadable PDF copy of this news release can be found
here: http://ml.globenewswire.com/Resource/Download/416272d8-7cab-4de5-b2d8-c2747db91d50
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