Diamond Estates Wines & Spirits Inc. Expands with the Agreement to Acquire Perigon Beverage Group.

Rhea-AI Summary

Diamond Estates Wines & Spirits Inc. (TSXV: DWS) has entered into a definitive purchase agreement to acquire certain assets from the Perigon Beverage Group for approximately $1.755 million. The acquisition includes agency and supplier contracts, intellectual property, and other intangible assets. The purchase price will be satisfied through the issuance of Diamond common shares in four tranches over 18 months.

This strategic move will enhance Trajectory Beverage Partners, a Diamond subsidiary, by strengthening its Ontario presence in LCBO listed products and consignment offerings. The transaction is expected to close in early October, subject to approvals. This acquisition aligns with Diamond's growth strategy in the evolving beverage alcohol industry, particularly in Ontario, by expanding retail capabilities and unlocking opportunities in various sales channels.

Positive

• Acquisition of Perigon Beverage Group's assets for $1.755 million, potentially expanding market presence
• Strengthening of Ontario presence in LCBO listed wines, beers, and liqueurs
• Expansion of consignment product offerings through LCBO's specialty services division
• Enhanced retail capabilities and positioning for industry modernization opportunities
• Increased portfolio diversity, including options for restaurants, bars, and direct-to-consumer sales

Negative

• Potential shareholder dilution due to the issuance of new common shares for the acquisition
• Risk associated with integration of new assets and business operations
• Future share issuances subject to market price fluctuations and regulatory minimums

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - September 12, 2024) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond " or "the Company") is pleased to announce that it has entered into a definitive purchase agreement today to acquire certain assets from the Perigon Beverage Group ("Perigon"). More specifically, Diamond is purchasing the agency and supplier contracts, the intellectual property of Perigon, and other intangible assets associated with Perigon and its agency business, such as its website, customer lists, business names and inventory.

The purchase price is estimated to be approximately $1.755 million and will be finalized on closing based on Perigon's latest financial results. The purchase price will be satisfied by the issuance of common shares of Diamond in four tranches as follows: on closing, five million common shares of Diamond will be issued at a deemed issuance price of $0.26 per share, and thereafter an additional amount of shares having a value of approximately $455,000 issuable in three (3) equal installments (each representing one third (33.3%) of the balance owing) payable every six (6) months over the eighteen (18) month period following closing, subject to certain adjustments based upon the achievement of gross margin targets. Shares issuable in the tranches after closing will have issuance prices equal to the greater of (i) the average trading price over the thirty (30) days prior to their respective issuance dates, and (ii) the minimum price permissible under the rules of the TSX Venture Exchange (the "TSXV").

Trajectory Beverage Partners, a wholly owned division of Diamond, will increase its Ontario presence as Perigon holds a strong position in LCBO listed wines, beers and liqueurs, as well as a wide selection of consignment products available through the specialty services division of the LCBO. The transaction is expected to be completed at the beginning of October following the receipt of all required approvals, including from the TSXV and the Bank of Montreal.

The combination of people and portfolios significantly increases retail capabilities and sets the company up to take full advantage of the opportunities presented by the modernization of the retail beverage alcohol industry in Ontario. Importantly, the addition of Perigon's consignment portfolio unlocks further opportunity to provide a full range of exciting options for restaurants, bars and direct to consumer sales.

Commenting on this acquisition, Andrew Howard, President & CEO of TBP said "Bringing Perigon into the fold is another step in our strategy of positioning for growth and success in the rapidly evolving beverage alcohol industry, especially in Ontario" and added "we believe that success will come from the dedication to our supplier partners under the umbrella of national breadth and regional depth, which we have augmented with this acquisition."

Dean Campbell, President of Perigon Beverage Group commented, "The opportunity to adapt successfully to the evolution of the Ontario market makes this an incredibly positive transformation for Perigon. I know Andrew and many of his team very well and am excited to drive our joined companies to greater heights than either of us could have reached separately."

About Diamond Estates Wines and Spirits Inc.

Diamond Estates Wines and Spirits Inc. is a producer of high-quality wines and ciders as well as a sales agent for over 120 beverage alcohol brands across Canada. The Company operates four production facilities, three in Ontario and one in British Columbia, that produce predominantly VQA wines under such well-known brand names as 20 Bees, Creekside, D'Ont Poke the Bear, EastDell, Lakeview Cellars, Mindful, Shiny Apple Cider, Fresh Wines, Red Tractor, Seasons, Serenity and Backyard Vineyards.

Through its commercial division, Trajectory Beverage Partners, the Company is the sales agent for many leading international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Fat Bastard, Meffre, Pierre Chavin and Andre Lurton wines from France, Brimincourt Champagne from France, Merlet and Larsen Cognacs from France, Kaiken wines from Argentina, Blue Nun and Erben wines from Germany, Calabria Family Estate Wines and McWilliams Wines from Australia, Saint Clair Family Estate Wines and Yealands Family Wines from New Zealand, Storywood and Cofradia Tequilas from Mexico, Maverick Distillery spirits (including Tag Vodka and Barnburner Whisky) from Ontario, Talamonti and Cielo wines from Italy, Catedral and Cabeca de Toiro wines from Portugal, Edinburgh Gin, Tamdhu, Glengoyne and Smokehead single-malt Scotch whiskies from Scotland, Islay Mist, Grand MacNish and Waterproof whiskies from Scotland, C. Mondavi & Family wines including C.K Mondavi & Charles Krug from Napa and Hounds Vodka from Canada, Bols Vodka from Amsterdam, Koyle Family Wines from Chile, Pearse Lyons whiskies and gins from Ireland and McCormick Distilling International including Tequila Rose Strawberry Cream, Five Farms Irish Cream Liqueur, Broker's Gin, Hussong's Tequila, Tarantula Tequila, 360 Vodka and Holliday Bourbon.

Forward-Looking Statements

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and the matters discussed herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the economy generally; consumer interest in the services and products of the Company; financing; competition; anticipated and unanticipated costs; and the anticipated performance of the Company. The estimate of the purchase price for the acquisition is a forward-looking statement, and is based on estimates of future margin and commission revenue. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the views of the Company as of any date subsequent to the date of this press release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurances that the acquisition described in this press release will close.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contacts
For more information about Diamond Estates:
Andrew Howard
President & CEO
Diamond Estates Wines & Spirits Inc.
ahoward@diamondwines.com

Ryan Conte
CFO
Diamond Estates Wines & Spirits Inc.
rconte@diamondwines.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223175

FAQ

What is the value of Diamond Estates Wines & Spirits' acquisition of Perigon Beverage Group?

Diamond Estates Wines & Spirits (TSXV: DWS) is acquiring certain assets from Perigon Beverage Group for approximately $1.755 million.

How will Diamond Estates Wines & Spirits pay for the Perigon Beverage Group acquisition?

The purchase price will be satisfied through the issuance of Diamond common shares in four tranches over an 18-month period, starting with 5 million shares at closing.

What assets is Diamond Estates Wines & Spirits acquiring from Perigon Beverage Group?

Diamond is acquiring agency and supplier contracts, intellectual property, and other intangible assets such as website, customer lists, business names, and inventory from Perigon Beverage Group.

How will the Perigon acquisition affect Diamond Estates Wines & Spirits' market presence?

The acquisition will increase Diamond's Ontario presence, particularly in LCBO listed products and consignment offerings, enhancing retail capabilities and opportunities in various sales channels.

When is the Diamond Estates Wines & Spirits and Perigon Beverage Group transaction expected to close?

The transaction is expected to be completed at the beginning of October 2024, subject to required approvals from the TSX Venture Exchange and the Bank of Montreal.