ROUGEMONT, QC, July 29, 2019 /CNW Telbec/ - Lassonde Industries Inc. (TSX: LAS.A) (Lassonde or the Company) reports that it has acquired 36,900,000 common shares (Common Shares) in the capital of Diamond Estates Wines & Spirits Inc. (Diamond Estates) by way of a private placement (the Private Placement) at a price of $0.19 per Common Share for aggregate proceeds of approximately $7,011,000 pursuant to the terms of a subscription agreement (Subscription Agreement) entered into with Diamond Estates on the date hereof. The head office of Diamond Estates is located at 1067 Niagara Stone Road. Niagara-on-the-Lake, Ontario, L0S 1J0.
Immediately prior to the completion of the Private Placement, Lassonde did not hold any Common Shares. Immediately following the completion of the Private Placement, Lassonde held approximately 19.9% of the issued and outstanding Common Shares as at such time.
The Private Placement was completed for business and investment purposes. Depending on market conditions and other relevant factors, Lassonde may, in the future, increase or decrease its ownership in Diamond Estates, directly or indirectly.
In connection with the Private Placement, Lassonde and Diamond Estates entered into an investor rights agreement (the Investor Rights Agreement), pursuant to which Lassonde was granted certain nomination, anti-dilution, registration, and governance rights.
Lassonde will have the right to designate two (2) nominees out of a total of seven (7) to the Diamond Estates board so long as the number of Common Shares beneficially owned or controlled by Lassonde represents at least 15% or more of the Common Shares. If at any time Lassonde beneficially owns or controls less than 15% but more than 10% of the Common Shares, Lassonde will have the right to designate one (1) nominee to the Diamond Estates board. In connection with the Private Placement, Lassonde and Diamond Estates entered into the Investor Rights Agreement. In connection with the Investor Rights Agreement, the number of directors on the Diamond Estates Board shall be increased from six (6) to seven (7) and one director of Diamond Estates shall resign, which vacancy shall be filled by a Lassonde nominee.
The Investor Rights Agreement shall be effective so long as Lassonde holds at least 10% of the issued and outstanding shares of Diamond Estates.
In connection with the Private Placement, Lassonde and Diamond Estates also entered into a broker agreement pursuant to which Diamond Estates agreed to appoint Lassonde as Diamond Estates' exclusive representative with certain retailers, including grocery stores and convenience stores located in Canada.
A copy of Lassonde's early warning report will be filed with applicable securities commissions and will be made available on SEDAR at www.sedar.com, a copy of which may be obtained by contacting Sylvain Morissette, Vice President Communications at (450) 469-0856 extension 10265.
Lassonde Industries Inc. is a North American leader in the development, manufacture and sale of a wide range of ready-to-drink fruit and vegetable juices and drinks marketed under brands such as Apple & Eve, Everfresh, Fairlee, Fruité, Graves, Old Orchard Brands, Oasis and Rougemont. Lassonde is also one of the two largest producers of store brand shelf-stable fruit juices and drinks in the United States and a major producer of cranberry sauces.
Lassonde also develops, manufactures and markets specialty food products under brands such as Antico and Canton. Lassonde imports and markets selected wines from various countries and manufactures apple ciders and cider-based beverages.
Lassonde produces superior quality products through the expertise of approximately 2,200 people working in 15 plants across Canada and the United States. To learn more, visit www.lassonde.com.
Caution Concerning Forward-Looking Statements
In this document and in other documents filed with Canadian regulatory authorities or in other communications, the Company may from time to time make written or oral forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements notably include estimates, expectations, forecasts, and projections of future investment spending, revenues, expenses, earnings, profit, indebtedness, financial position, losses, upcoming projects, business and management strategies, and business growth and expansion. In the context of this document, forward-looking statements are particularly used to discuss preliminary results, the rate of sales growth, and profit attributable to shareholders. The forward-looking statements contained herein are used to help readers better understand Lassonde's financial position and the results of its operations as at the dates presented and may not be appropriate for other purposes. Forward-looking statements can be recognized by such words as "may," "should," "believes," "predicts," "plans," "expects," "intends," "anticipates," "estimates," "projects," "objective," "continues," "proposes," "targets," or "aims" as well as words and expressions of a similar nature and whether they are used in the affirmative or negative or used in the conditional or future tense. Forward-looking statements also include any statements that do not refer to historical facts.
By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature. It is therefore possible that the forecasts, projections and other statements will not be achieved or will differ significantly from those expressed or implied in such forward-looking statements or could affect the extent to which a particular forecast, projection or other statement materializes. Although Lassonde believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that these expectations will prove to be correct.
Readers are cautioned against placing undue reliance on forward-looking statements when making decisions, as the actual results could differ considerably from the opinions, plans, objectives, expectations, forecasts, estimates and intentions expressed in such forward-looking statements due to various significant factors. Such factors include, among others, the economic, industrial, competitive and regulatory environment in which Lassonde operates or factors that are likely to have an impact on its operations, its ability to attract and retain customers, consumers, and qualified staff, the availability and cost of raw materials and transportation, its operating costs, and the price of its finished products in the various markets where it operates.
The Company cautions that the foregoing list of factors is not exhaustive. For additional information about the risks, uncertainties, and assumptions that could cause Lassonde's actual results to differ from its stated expectations, readers may also consult the "Uncertainties and Principal Risk Factors" section of the Company's most recent annual MD&A and the other documents it files from time to time with securities regulators in Canada and available on www.sedar.com. The forward-looking statements contained in this press release reflect the Company's expectations on this date and are subject to change after this date. Lassonde does not undertake to update publicly or to revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation.
SOURCE Lassonde Industries Inc.
For further information: Investor contact: Guy Blanchette, FCPA, FCA Executive Vice President and Chief Financial Officer Lassonde Industries Inc., 450-469-4926, extension 10782; Media contact: Sylvain Morissette Vice President Communications Lassonde Industries Inc., 450-469-0856, extension 10265