VAUGHAN, ONTARIO--(Marketwire - Nov. 21, 2011) - Magnotta Winery Corporation (TSX:MGN) (the "Company") announced today that it has been advised by Magnotta Family Holdings Ltd. ("Magnotta Holdings"), a corporation controlled by members of the Magnotta family, that it has proposed a going-private transaction to acquire all of the outstanding common shares of the Company other than shares held by the Magnottas at a price of $2.90 per share (the "Transaction"). The Magnotta family currently, directly and indirectly, holds approximately 60.47% of the common shares of the Company. In addition, the Company has been advised that Magnotta Holdings has entered into an agreement with a shareholder holding approximately 15.95% of the outstanding common shares of the Company, pursuant to which such shareholder has committed to support the Transaction.
Pursuant to the proposed Transaction, holders of common shares of the Company other than the Magnottas and affiliated entities will be entitled to receive $2.90 for each share of the Company held. This represents a premium of approximately 59% to the closing price of the common shares of the Company of $1.82 on the Toronto Stock Exchange (the "TSX") on November 21, 2011.
It is intended that the Transaction will be effected through an amalgamation of the Company with a company controlled by the Magnottas pursuant to which each shareholder of the Company, other than the Magnottas, will receive $2.90 in cash.
The Board of Directors of the Company has established an Independent Committee of the Board comprised of Luis Martins, Dino Bottero, and Owen McManamon. In accordance with provincial securities regulations and policies concerning going private transactions, the Independent Committee retained Deloitte & Touche LLP ("Deloitte") to prepare a formal valuation of the common shares of the Company as well as a fairness opinion. The Independent Committee has received a valuation report and fairness opinion (the "Report") from Deloitte. Based in part on the Report, the Independent Committee has concluded that the consideration to be provided in the Transaction is fair, from a financial point of view, to the shareholders other than the Magnottas and affiliated entities.
It is expected that a special meeting of shareholders (the "Meeting") of the Company will be held in January, 2012 to consider the proposed Transaction. Further details of the proposed Transaction, including a copy of Deloitte's Report, will be contained in the management information circular to be mailed to shareholders in connection with the Meeting.
Completion of the Transaction will be subject to the execution of a definitive agreement between Magnotta Holdings and the Corporation. The Transaction will also be subject to the approval of not less than two-thirds of the shareholders of the Company voting at the Meeting and a majority of the minority shareholders of the Company voting at the Meeting.
Magnotta Holdings has confirmed that financing has been arranged to fund the Transaction. The proposed Transaction is subject to certain conditions, including the receipt of all necessary regulatory and third party approvals and consents and the absence of material adverse changes with respect to the Company.