Business
Diamond Estates Wines & Spirits Announces Signing of Definitive Agreements for the Acquisitions of the Equity Wine Group and the Shiny Apple Cider Brand
Niagara-on-the-Lake, Ontario--(Newsfile Corp. - September 24, 2021) - Diamond Estates Wines &a...
About this update from Diamond Estates Wines & Spirits, Inc.
[{"type":"text","content":"Diamond Estates Wines & Spirits Announces Signing of Definitive Agreements for the Acquisitions of the Equity Wine Group and the Shiny Apple Cider BrandNiagara-on-the-Lake, Ontario--(Newsfile Corp. - September 24, 2021) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) (\"Diamond \" or \"the Company\") is pleased to announce that, further to its press release of August 5, 2021, it has signed definitive purchase agreements (the \"Definitive Agreements\") to acquire (i) all of the issued and outstanding securities of Equity Wine Group Inc., owners of the Creekside Estate Winery and Queenston Mile Vineyards wine and cider brands (the \"Equity Wine Acquisition\"), and (ii) the Shiny Apple craft cider brand from Stonechurch Vineyards and Winery Holdings (\"Stonechurch\", such acquisition being the \"Stonechurch Acquisition\", and together with the Equity Wine Acquisition, the (\"Acquisitions\"). Completion of the Acquisitions will be dependent on Diamond issuing a total of $8.5 million in equity (comprised of the conversion of approximately $1.8 million of currently outstanding convertible debentures, and the remainder to be issued through its previously announced private placement ) .The Acquisitions are expected to be highly accretive to Diamond's current business, capture additional revenues, create brand expansion, further leverage the Company's infrastructure and deliver on cost saving synergies.The terms and conditions of the Definitive Agreements, and the particulars of the Financing, are unchanged from those disclosed in the Company's August 5, 2021 press release, except in respect of the Stonechurch Acquisition, which terms have been modified in that transaction's Definitive Agreement as follows:the Company has agreed to pay Stonechurch aggregate consideration of $2.5 million, which is unchanged from the Company's prior announcement.However, the purchase price will now be satisfied by (i) a closing cash payment of $1.1 million; (ii) a $1.1 million earn-out payment (deposited into escrow by the Company on closing), payable quarterly over the course of 12 months following closing depending on sales targets being met, and (iii) a $300,000 inventory holdback.It remains a condition to closing that Diamond and Stonechurch enter into a production and co-packing agreement whereby Stonechurch will continue to produce the Shiny A...