SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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RAVENSWOOD WINERY, INC.
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(Name of Registrant as Specified In Its Charter)
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[CONSTELLATION LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION,
PLEASE CONTACT:
MARK MARING, VICE PRESIDENT -
INVESTOR RELATIONS (716) 218-2169
CONSTELLATION ANNOUNCES ACQUISITION OF
RAVENSWOOD WINERY
Sonoma Winery Noted for Zinfandel, Other Red Wines
Fairport, New York, April 10, 2001 -- Constellation Brands, Inc.
(NYSE:STZ, STZ.B) and Ravenswood Winery, Inc. (Nasdaq: RVWD) announced today
that they entered into a merger agreement under which Constellation will acquire
Ravenswood, a leading premium wine producer based in Sonoma, California. Under
the terms of the agreement, Constellation will pay $29.50 in cash for each
outstanding share of Ravenswood, or approximately $148 million, and assume net
debt, which is expected to be minimal at the time of close.
Ravenswood produces, markets and sells primarily red super-premium and
ultra-premium wines exclusively under the Ravenswood brand name, including the
number one super-premium Zinfandel in the United States. Ravenswood will be
managed by Constellation's fine wine division, Franciscan Estates. Joel
Peterson, Winemaker and President of Ravenswood, will become General Manager and
Head Winemaker of the Ravenswood Winery with Justin Faggioli as General Manager
and Chief Operating Officer. Both will report to Agustin Francisco Huneeus,
President of Franciscan Estates. Reed Foster, Chairman and Chief Executive
Officer of Ravenswood, will remain a valued part of the management team.
Richard Sands, Chairman, Chief Executive Officer and President of
Constellation, said, "The addition of Ravenswood to our fine wine portfolio
demonstrates Constellation's continued strategic investment in the
fastest-growing segment of the beverage alcohol market. The acquisition of
Ravenswood, along with Franciscan Oakville Estate, Simi, Quintessa, Mount
Veeder, Veramonte and Estancia, gives us the most sought after fine wine
portfolio. This acquisition demonstrates our ongoing commitment to provide
consumers with a range of the highest quality wines."
Huneeus added, "At Franciscan Estates, we are committed to producing
wines with a reason for being that are meaningful and representative in their
categories, easy to sell, and appealing to a wide range of consumers for their
quality and value. Ravenswood's wines are well known for their unique character
and their strong relationship between quality, value and price. Ravenswood is a
perfect fit with our portfolio."
Joel Peterson said, "Constellation and Franciscan Estates value our
hand-crafted approach to winemaking, and have the resources and infrastructure
to help Ravenswood expand the number of consumers who can enjoy our wines. I
look forward to working with Agustin Francisco Huneeus, and to continuing our
strong relationships with our first-rate growers."
Constellation intends to finance the acquisition with up to one-third
equity capital and the balance with debt. The transaction and its related
financings are expected to be neutral to earnings in Constellation's fiscal year
ending February 28, 2002. The transaction is subject to satisfaction of
customary closing conditions and is expected to close mid to late June, 2001.
For Ravenswood's latest twelve months ("LTM") ended December 31, 2000,
gross sales and volume were approximately $37.9 million and 444,000 cases,
representing an increase of 30 percent and 25 percent, respectively, over the
prior twelve-month period. Reported earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the LTM ended December 31, 2000
were $11.7 million. Based on trends through March, Ravenswood anticipates EBITDA
to be approximately $12.5 million for the LTM ended March 31, 2001.
This press release does not constitute and shall not be deemed an
offering of any of Constellation's securities. Any such offering will be made
only by means of a prospectus.
Conference Call Details
Constellation will be reporting financial results for the Fourth
Quarter and the Full Year ended February 28, 2001, on Thursday, April 12, 2001.
A conference call to discuss the merger agreement with Ravenswood, the Fourth
Quarter and Full Year financial results and expectations for Fiscal Year 2002,
will be hosted by Richard Sands, Chairman and CEO, and Tom Summer, CFO, on
Thursday, April 12, 2001 at 10:00 a.m. EDT.
The conference call can be accessed by dialing (800) 860-2442. A live
listen-only web cast of the conference call is available on the internet at
Constellation's web site, www.cbrands.com under Investor Information, and at
www.streetfusion.com. If you are unable to participate in the conference call,
there will be a replay available by dialing (877) 344-7529 from approximately
12:00 p.m. EDT on Thursday, April 12, 2001 through 12:00 a.m. EDT Friday, April
20, 2001.
About Constellation
Constellation Brands, Inc., is a leader in the production and marketing
of beverage alcohol brands in North America and the United Kingdom and is a
leading independent drinks wholesaler in the United Kingdom. As the second
largest supplier of wine, the second largest importer of beer and the fourth
largest supplier of distilled
spirits, Constellation Brands, Inc., is the largest single-source supplier of
these products in the United States. With its broad product portfolio, composed
of brands in all major beverage alcohol categories, Constellation believes it is
distinctly positioned to satisfy an array of consumer preferences. Leading
brands in Constellation's portfolio include: Franciscan Oakville Estate, Simi,
Estancia, Almaden, Arbor Mist, Talus, Vendange, Alice White, Black Velvet,
Fleischmann's, Schenley, Ten High, Stowells of Chelsea, Blackthorn, Modelo
Especial, St. Pauli Girl and the number one imported beer, Corona Extra.
About Ravenswood
Ravenswood Winery, Inc. is based in Sonoma, California and produces,
markets and sells primarily super-premium and ultra-premium wines exclusively
under the Ravenswood brand name. The majority of the wines produced and sold by
Ravenswood are red wines, including Merlot, Cabernet Sauvignon and particularly,
Zinfandel. Ravenswood also produces several white wines, including Chardonnay.
Investors and stockholders are urged to read the proxy statement
regarding the merger that will be filed by Ravenswood with the Securities and
Exchange Commission ("Commission"). The proxy statement will contain important
information that stockholders should consider before making any decision
regarding the proposed merger. Constellation, Ravenswood and their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Ravenswood in favor of the
merger. Additional information concerning the interests of such participants in
the proposed merger, if any, will be included in the proxy statement or
statements and other relevant documents to be filed with the Commission by
Ravenswood. Investors and stockholders may obtain a free copy of the proxy
statement (when it is available) and other documents filed by Ravenswood at the
Commission's Web site at www.sec.gov. In addition to the proxy statement,
Ravenswood files annual, quarterly and special reports, proxy statements and
other information with the Commission.
Forward-Looking Statements
Constellation and Ravenswood each make forward-looking statements from
time to time and desire to take advantage of the "safe harbor" which is afforded
such statements under the Private Securities Litigation Reform Act of 1995 when
they are accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those in the
forward-looking statements.
The statements set forth in this press release, which are not
historical facts, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Any projections of future results
of operations, and in particular Constellation's expectation that the
acquisition and its related financing will be neutral to earnings per share in
Fiscal Year 2002, which expectation is based upon achieving certain sales
projections, meeting certain cost targets and successfully integrating the
acquired business, should not be
construed in any manner as a guarantee that such results will in fact occur.
Ravenswood's expectation that its financial statements will reflect $12.5
million of EBITDA for the LTM ended March 31, 2001 is subject to the March 31,
2001 quarterly review by Ravenswood's auditors. Statements regarding the
expected closing of the transaction are subject to the risk that the closing
conditions will not be satisfied, including the risk that regulatory approvals
will not be obtained or the shareholders of Ravenswood will not approve the
merger and that the merger will not be consummated. There can be no assurance
that any forward-looking statement in this press release will be realized or
that actual results will not be significantly higher or lower than set forth in
or implied by such forward-looking statement. For risk factors associated with
Constellation, Ravenswood and their businesses, please refer to their respective
Securities and Exchange Commission filings.