Vintage Wine Estates (VWE) and Bespoke Capital Acquisition Corp. (TSX:BCU) announced a definitive agreement for a business combination that would result in Vintage Wine Estates becoming a publicly traded company.
The combined company will be named Vintage Wine Estates, Inc. The merger was approved by both boards, and all key shareholders of VWE have agreed to support the transaction.
The completion of the merger is not subject to any financing or minimum cash requirement, but only customary closing conditions for a transaction of this nature. Prior to the signing of the definitive agreement, funds managed by Wasatch Global Investors acquired a USD$28 million stake in VWE from existing investors.
Bespoke Capital Acquisition Corp. Executive Chairman Paul Walsh said after looking at over 100 companies, it is delighted to have identified VWE as an ideal merger partner.
"The company represents a unique and compelling investment opportunity in the consumer staples space.”
VWE is a high-growth, scaled U.S. wine producer. Since its founding 20 years ago, the company has grown organically and through more than 20 acquisitions, today sells nearly 2 million nine-liter equivalent cases annually.
In addition, the company deploys a well-balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brands arrangements with national retailers. The company has been profitable every year and has achieved +20 per cent average annual revenue and EBITDA growth since 2010.
VWE will continue to be led by Pat Roney as CEO and will retain VWE’s highly experienced management team, augmented by former Diageo CEO, Paul Walsh, as non-executive Chairman.
Key BCAC partners Rob Berner and Mark Harms will join the Board as non-executive directors, and the combined company will have a strong group of independent directors including experienced wine industry executives and with a focus on diversity.
Bespoke Capital Acquisition Corp. is down 1.94 per cent to C$10.10 per share.