Vintage Wine Estates stock closes up at end of first day on Nasdaq. Drops after hours.

NOTE: To celebrate the completion of the merger, members of VWE’s leadership team will ring the closing bell at the Nasdaq at 4:00 p.m. ET on Tuesday, June 8, 2021. A live stream of the event and replay can be accessed by visiting Nasdaq Stock Market Bell Ceremonies

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News Release, June 7, 2021

 

SANTA ROSA, Calif. and INCLINE VILLAGE, Nev., June 07, 2021 (GLOBE NEWSWIRE) — Vintage Wine Estates (“VWE” or the “Company”), one of the fastest growing U.S. wine producers with an industry leading direct-to-consumer platform, today announced that it has completed its previously announced business combination with Bespoke Capital Acquisition Corp. (NASDAQ: BSPE) (TSX: BC.U) (TSX: BC.WT.U) (“Bespoke” or “BCAC”), a publicly-traded special purpose acquisition company.

 

The transaction, which was approved by BCAC shareholders at its meeting held on May 28, 2021, and also obtained approval from VWE shareholders, resulted in the combined company being renamed “Vintage Wine Estates, Inc.” At the opening of trading on Tuesday, June 8, 2021, its common stock will commence trading on the Nasdaq Global Market under the new ticker symbol “VWE”. The common stock and warrants are expected to be listed and posted for trading on the TSX under the new symbols “VWE.U” and “VWE.WT.U”, respectively, on Wednesday, June 9, 2021 but will continue to be listed and posted for trading prior to that date under the current symbols “BC.U” and “BC.WT.U”, respectively.

 

In connection with the merger and related private placement, VWE and certain of its shareholders will receive approximately $306 million in cash proceeds. The funds received by the Company are expected to be used to expand and accelerate its proven growth strategy, driven by a combination of acquisition led and organic growth, across a well-balanced omni-channel model encompassing direct-to-consumer, wholesale and exclusive brand arrangements with national retailers. At closing, the Company will have 60,461,611 shares outstanding, representing a market capitalization of $617.9 million based on the June 4, 2021 closing share price of $10.22.

 

The combined company will be led by Pat Roney, CEO and founder of VWE, and retain VWE’s highly experienced management team, augmented by former Diageo CEO and Executive Chairman of BCAC, Paul Walsh, as non-executive Chairman. Key BCAC partners Rob Berner and Mark Harms have joined the Board of the combined company as non-executive directors alongside a strong group of independent directors including experienced wine industry executives and finance/legal executives with a focus on ESG and diversity.

 

Mr. Roney said, “This marks the completion of another significant milestone for VWE, and this is just the beginning of the Company’s growth as a publicly traded company. Through the transaction with Bespoke, we were able to use a more controlled entry to access the public markets, and we believe the capital gained from the transaction will allow VWE to scale and maximize our profitability for all stakeholders. We are excited to continue on our impressive track record and will continue to capitalize on the opportunity the highly fragmented and rapidly growing U.S. wine industry presents.”

 

Mr. Walsh said, “We are proud to bring a high quality company like VWE, with its cutting edge direct-to-consumer platform, to the public markets. The Company is positioned at the leading edge of the most rapidly growing parts of the wine industry. We have a strong admiration of VWE’s management team. They have an outstanding reputation for innovation which has led to organic growth and a well developed, highly successful acquisition machine. We know they will continue investing in diversity and sustainability where it matters most. VWE has proven itself as a private company, and its future is bright as a public company.”

To celebrate the completion of the merger, members of VWE’s leadership team will ring the closing bell at the Nasdaq at 4:00 p.m. ET on Tuesday, June 8, 2021. A live stream of the event and replay can be accessed by visiting Nasdaq Stock Market Bell Ceremonies.

Advisors

Canaccord Genuity and Citi served as lead capital markets advisors to BCAC. D.A. Davidson & Co. and Telsey Advisory Group also served as capital markets advisors to BCAC. Citi and XMS Capital Partners, LLC acted as financial advisors to BCAC. Cowen served as lead financial advisor and sole capital markets advisor to VWE. Cowen also served as sole placement agent in connection with the secondary share sale to Wasatch Global Investors. Jones Day and Blake, Cassels & Graydon LLP served as legal advisors to BCAC. Foley & Lardner LLP and Stikeman Elliott served as legal counsel to VWE.

About Vintage Wine Estates

Vintage Wine Estates is a family of wineries and wines whose singular focus is producing the finest quality wines and incredible customer experiences with wineries throughout Napa, Sonoma, California’s Central Coast, Oregon and Washington State. Since its founding 20 years ago, the Company has become a top 15 U.S. wine producer via organic and acquisitive growth, today selling more than 2 million nine-liter equivalent cases annually. To achieve this growth, the Company curates, creates, stewards and markets its many brands and services to customers and end consumers via a balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brands arrangements with national retailers. VWE is diverse across price points and varietals with over 50 brands ranging from $10-$150 USD at retail, with the majority selling in the $12-$20 USD price range. For more information, visit https://www.vintagewineestates.com/.