Exhibit 99.1
For Immediate Release CONTACTS
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Constellation Media Relations:
Philippa Dworkin -- 585-218-3733
Mike Martin -- 585-218-3669
Constellation Investor Relations:
Lisa Schnorr -- 585-218-3677
Mondavi Media Relations:
Hilary Martin - 707-251-4487
Mondavi Investor Relations:
Robert Philipps - 707-251-4850
CONSTELLATION AND MONDAVI SIGN
DEFINITIVE MERGER AGREEMENT
-- Constellation Brands, Inc. to Acquire The Robert Mondavi Corporation
-- $1.36 Billion Transaction Provides Mondavi Shareholders With Superior Value
-- Robert Mondavi Portfolio Remains Intact
FAIRPORT, N. Y., Nov. 3, 2004 - Constellation Brands, Inc. (NYSE: STZ, ASX:
CBR) and The Robert Mondavi Corporation (NASDAQ: MOND) announced today that the
two companies have signed a definitive merger agreement in which Constellation
will acquire all the outstanding shares of Mondavi at a price of $56.50 per
share in cash for Mondavi's Class A common stock and $65.82 per share in cash
for Mondavi's Class B common stock. The total value of this transaction is
approximately $1.36 billion, including approximately $1.03 billion of equity on
a fully diluted basis plus the assumption of approximately $325 million of
Mondavi net debt.
The combination will keep the Robert Mondavi portfolio intact and expand
Constellation's fine wine offerings. It also brings together complementary wine
assets, including vineyards, production facilities and distribution capabilities
that will strengthen Constellation's portfolio and the Robert Mondavi brand.
Upon completion of the transaction, Constellation will offer an unmatched wine
portfolio.
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"This is history in the making," stated Constellation Brands Chairman and
Chief Executive Officer Richard Sands. "Constellation and The Robert Mondavi
Corporation are two innovative, energetic, and solidly growing companies with a
combined total of nearly 100 years of wine making experience. This
once-in-a-lifetime combination will preserve and enhance the heritage of both
companies by producing outstanding wine for generations to come. I am
particularly pleased that Robert G. Mondavi has agreed to remain involved in the
business and serve as the brand's ambassador working out of his office in the
Robert Mondavi Winery.
"We believe this is a terrific outcome that best serves the interests of
Constellation and The Robert Mondavi Corporation employees, customers,
shareholders and consumers. We understand and appreciate the long, rich history
of the Mondavi family, the Robert Mondavi brand and the contributions of The
Robert Mondavi Corporation's dedicated employees. We fully support the fine wine
vision of the Robert Mondavi Winery and are committed to further enhancing the
prestige of this flagship Winery, as well as giving the Robert Mondavi brand the
recognition it deserves throughout the world. We fully expect that as part of
the Constellation family the Robert Mondavi name will continue to be associated
with the highest in quality and will remain an industry leader," concluded
Sands.
"After careful consideration of our strategic alternatives, o ur Board of
Directors concluded that this transaction with Constellation is in the best
interests of The Robert Mondavi Corporation's shareholders, employees and the
Robert Mondavi brand," said Ted Hall, chairman of the board for The Robert
Mondavi Corporation. "The Robert Mondavi Corporation's shareholders are
receiving a significant cash premium for their Mondavi investment. This
combination will create long-term benefits for the Robert Mondavi brand, as well
as for all of the products in the company's portfolio. We look forward to a
rapid completion of this transaction and to working with Constellation to ensure
the smoothest transition possible."
The transaction will be accretive to Constellation's comparable earnings
per share in the first full fiscal year, and it is not conditioned on financing
because Constellation has received commitments for the financing necessary to
complete the transaction.
The merger agreement, which was approved by the Board of Directors of both
companies, is subject to the approval of the holders of a majority of class A
shares (other than holders of class A shares who are also recordholders o f
class B shares), as well as conditions customary to transactions of this type,
including governmental and regulatory approvals. In that regard, holders of a
majority of the outstanding class B shares have agreed to vote in favor of the
merger. In connection with the transaction, The Robert Mondavi Corporation's
board announced that it will no longer seek shareholder approval for its
proposed reincorporation and recapitalization plan, and intends to postpone its
annual meeting of shareholders that had been scheduled for Nov. 30, 2004. The
companies expect to complete the transaction by the end of 2004 or early 2005.
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About The Robert Mondavi Corporation
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The Robert Mondavi Corporation produces and markets wines under the
following labels: Woodbridge Winery, Robert Mondavi Private Selection, Robert
Mondavi Winery, La Famiglia, Kirralaa, Byron Vineyards and Winery, Io, Arrowood
Vineyards and Winery and Grand Archer by Arrowood. The company also produces
Opus One, in partnership with the Baroness Philippine de Rothschild of Chateau
Mouton Rothschild of Bordeaux, France; Luce, Lucente, Danzante, and the wines of
Tenuta dell'Ornellaia, in partnership with the Marchesi de' Frescobaldi of
Tuscany, Italy; and Sena and Arboleda, in partnership with the Eduardo Chadwick
family of Vina Errazuriz in Chile. In addition to the partnership wines, Robert
Mondavi Imports represents the wines of Marchesi de' Frescobaldi, Attems and
Caliterra in the United States. For more information about The Robert Mondavi
Corporation and its products, visit the company's Web site at
www.robertmondavi.com.
About Constellation Brands, Inc.
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Constellation Brands, Inc. is a leading international producer and marketer
of beverage alcohol brands with a broad portfolio across the wine, spirits and
imported beer categories. Constellation Brands is also the largest fine wine
company in the United States. Well-known brands in Constellation's beverage
alcohol portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville
Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo,
Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn. For more
information about Constellation Brands and its products, visit the company's Web
site at www.cbrands.com.
Forward Looking Statements
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This press release contains certain comments or "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Some of these risks and uncertainties include factors relating to
Constellation's ability to consummate the transaction, integrate Mondavi's
business successfully and realize expected synergies, the continued strength of
Mondavi's relationships with its employees, suppliers and customers, and the
accuracy of the basis for forecasts relating to Mondavi's business. For
additional information about risks and uncertainties that could adversely affect
Constellation's forward-looking statements, please refer to Constellation's and
Mondavi's publicly available reports filed with the SEC, including the most
current annual report, 10-K and 10- Q which contain a discussion of additional
factors that may affect Constellation's business. These factors could cause
actual future performance to differ from current expectations. Constellation
does not undertake to update any forward-looking statements.
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Conference Call
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A conference call to discuss the transaction is scheduled on Nov. 3, 2004,
at 5:30 p.m. (Eastern). The conference call can be accessed by dialing
800-860-2442 (U.S. dial- in) or 412-858-4600 (international dial-in) beginning
10 minutes prior to the start of the call. A live listen-only web cast of the
conference call, together with a copy of this media release, is available on the
Internet at Constellation's web site: www.cbrands.com under "Investors." A
telephone replay will be available beginning at 8:00 p.m. Eastern today through
Nov. 10, 2004 at 877-344-7529 (U.S.) or 412-317-0088 (international). The
conference I.D. for the replay is 358916. A web cast replay will be available at
www.cbrands.com.
Constellation will provide B-Roll of company footage at the following domestic
and international coordinates today:
SATELLITE UPLINK FOR CONSTELLATION BRANDS B-ROLL
DOMESTIC
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Wednesday, November 3, 2004
6:30 PM to 7:00 PM EST
KU-Band SBS 6: Transponder K02
Downlink Frequency: 11749.5 MHz Vertical
INTERNATIONAL
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Wednesday, November 3, 2004
23:30 to 00:00 GMT
Pan Am Sat 8 Transponder C15 slot D at 166 degrees East
Downlink Frequency: 4013.500 MHz Vertical
Reference Pan Am Sat order numbers: 1080 and 1084
If you have technical questions or problems with the B-Roll satellite feed, call
the satellite uplink hotline at (U.S.) 585-258-0355 or (International)
707-251-1000 or 707-251-1101 or 404-381-2340.
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