Significant Step Toward Completing Expanded
Partnership
Craft Brew Alliance, Inc. (“CBA” or the “Company”) (Nasdaq:
BREW), a leading craft brewing company, announced that its
shareholders voted at a special meeting of shareholders (the
“Special Meeting”) held today to adopt the agreement, announced
November 11, 2019, that will create an expanded partnership between
CBA and Anheuser-Busch Companies, LLC (“A-B”), with A-B agreeing to
purchase the remaining CBA shares it does not already own in a
merger transaction for $16.50 per share, in cash.
“On behalf of CBA’s Board of Directors and executive team, I
would like to thank our shareholders for their overwhelming support
of this proposed combination with A-B,” said David Lord, Chairman
of Craft Brew Alliance. “In addition to delivering value for our
shareholders, today’s outcome reflects the tremendous success that
CBA and A-B have achieved in their decades-long partnership. By
joining with A-B, we look forward to accelerating the potential of
CBA’s distinctive portfolio, led by Kona Brewing Company as a truly
distinctive lifestyle brand, while continuing to invest in our
local communities.”
“Today’s decisively positive shareholder vote brings us even
closer to cementing our expanded partnership with A-B,” added CBA
Chief Executive Officer Andy Thomas. “For more than 25 years, our
two companies have been working together to enrich the beer
landscape with the highest-quality craft beer offerings, and we’re
excited to build on that strong foundation and satisfy more
consumers as one combined company.”
More than 98% of the shares voted by proxy and at the Special
Meeting were in favor of the transaction, including a majority of
the outstanding shares held by investors other than A-B or its
affiliates. CBA will file the final vote results, as certified by
the independent Inspector of Election, on a Form 8-K with the U.S.
Securities and Exchange Commission (the “SEC”).
As previously disclosed, the transaction is expected to close in
2020, subject to the satisfaction of customary closing conditions,
including receipt of requisite regulatory approvals.
About Craft Brew
Alliance
CBA is a leading craft brewing company that brews, brands, and
brings to market world-class American craft beers.
Our distinctive portfolio combines the power of Kona Brewing
Company, a dynamic, fast-growing national craft beer brand, with
strong regional breweries and innovative lifestyle brands:
Appalachian Mountain Brewery, Cisco Brewers, Omission Brewing Co.,
Redhook Brewery, Square Mile Cider Co., Widmer Brothers Brewing,
and Wynwood Brewing Co. CBA nurtures the growth and development of
its brands in today’s increasingly competitive beer market through
our state-of-the-art brewing and distribution capability,
integrated sales and marketing infrastructure, and strong focus on
partnerships, local community and sustainability.
Formed in 2008, CBA is headquartered in Portland, Oregon and
operates breweries and brewpubs across the U.S. CBA beers are
available in all 50 U.S. states and 30 different countries around
the world. For more information about CBA and our brands, please
visit www.craftbrew.com.
About Anheuser-Busch
For more than 165 years, Anheuser-Busch has carried on a legacy
of brewing great-tasting, high-quality beers that have satisfied
beer drinkers for generations. Today, A-B owns and operates 23
breweries, 14 distributorships, and 23 agricultural and packaging
facilities, and has more than 18,000 colleagues across the United
States. A-B is home to several of America’s most recognizable beer
brands, including Budweiser, Bud Light, Michelob ULTRA and Stella
Artois, as well as a number of regional brands that provide beer
drinkers with a choice of the best-tasting craft beers in the
industry.
From responsible drinking programs and emergency drinking water
donations to industry-leading sustainability efforts, A-B is guided
by its unwavering commitment to supporting the communities it calls
home.
For more information, visit www.anheuser-busch.com or follow
Anheuser-Busch on LinkedIn, Twitter, Facebook and Instagram.
Forward-Looking Statements:
Some of the statements in this communication are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words “believe,” “target,” “outlook,” “may,” “will,” “should,”
“could,” “estimate,” “continue,” “expect,” “intend,” “plan,”
“predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on
track,” “target,” “opportunity,” “tentative,” “positioning,”
“designed,” “create,” “seek,” “would,” “upside,” “increases,”
“goal,” “guidance” and “anticipate,” and similar statements
(including where the word “could,” “may,” or “would” is used rather
than the word “will”) and the negative of such words and phrases,
which do not describe the present or provide information about the
past. There is no guarantee that the expected events or expected
results will actually occur. Such statements reflect the current
views of management of the Company and are subject to a number of
risks and uncertainties. These statements are based on many
assumptions and factors, including general economic and market
conditions, industry conditions, operational and other factors. Any
changes in these assumptions or other factors could cause actual
results to differ materially from current expectations. All
forward-looking statements attributable to the Company, or persons
acting on its behalf, and are expressly qualified in their entirety
by the cautionary statements set forth in this paragraph. Undue
reliance should not be placed on such statements. In addition,
material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty
associated with financial or other projections, including
depletions and shipments; the effect of out-of-stock issues and
lower contract brewing shipments; price increases; gross margin
rate improvement; the level and effect of SG&A expense; the
effect of the class action settlement; effective tax rate changes;
the risk that the conditions to the completion of the transaction
(including the timing of the closing of the merger) may not be
satisfied, or the regulatory approvals required for the transaction
may not be obtained on the terms expected or on the anticipated
schedule; the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
agreement; unanticipated difficulties or expenditures relating to
the transaction, the response of business partners and retention as
a result of the announcement and pendency of the transaction; an
inability to realize synergies and operating efficiencies from the
transaction within the expected timeframes or at all; the
integration between the Company and A-B may be more difficult, time
consuming or costly than expected; revenues following the
transaction may be lower than expected; the anticipated size of the
markets and continued demand for A-B’s products and the impact of
competitive responses to the announcement of the transaction.
Additional risks are described under the heading “Risk Factors” in
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018, filed with the SEC on March 6, 2019.
Forward-looking statements speak only as of the date they are made.
Except as required by law, neither A-B nor the Company has any
intention or obligation to update or to publicly announce the
results of any revisions to any of the forward-looking statements
to reflect actual results, future events or developments, changes
in assumptions or changes in other factors affecting the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200225006045/en/
Media and Investor Relations: Jenny McLean, Senior
Communications Director (503) 331-7248
jenny.mclean@craftbrew.com
Craft Brew Alliance (NASDAQ:BREW)
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