Wildpack Beverage Inc. Announces the Closing of its Acquisition of Land and Sea Packaging and C$42,000,000 Financing Transactions
VANCOUVER, BC, Nov. 23, 2021 - Wildpack Beverage Inc. (TSXV: CANS) (OTC: WLDPF) ("Wildpack" or the "Company") is pleased to announce that it has closed the strategic acquisition of KT Murray Corporation dba Land and Sea Packaging ("Land and Sea") (See: Press Release dated November 1, 2021), an established high-volume aluminum can brokering business based in Grand Rapids, Michigan, for US$37.2 million (the "Acquisition") and associated financing transactions.
Terms of the Acquisition of Land and Sea were first announced November 1, 2021, and the purchase price was paid through a combination of US$26.1 million cash and the issuance of 12,718,499 common shares of Wildpack ("Common Shares"), subject to certain adjustments and holdbacks.
Thomas Walker, Chief Growth Officer of Wildpack said, "Bringing Land and Sea onto the Wildpack team creates great immediate synergies while setting the stage for a new long-term growth avenue. Land and Sea is best-in-class at packaging sales, brokering, and supply chain optimization. We have a thorough integration strategy in place to ensure that Wildpack absorbs the impressive learnings of Land and Sea while offering them the support of our nationwide filling and decorating services. Their company culture is a perfect fit for Wildpack and we expect to see some exciting progress from their team. Adding another successful, much larger acquisition under our belt has shown our deal team and process is continuing to prove itself capable of executing and constantly improving. We are confident future acquisitions will continue to be smooth."
Tim Murray, Land and Sea Packaging Chief Operating Officer said, "Kim and I are extremely excited to join the Wildpack team. Our long-term plan was to expand our business to a second location. This transaction allows us to be part of a larger organization with 6 locations and a broader offering that includes can decorating and filling with plans to expand to 12 locations in 2022. The two businesses are complementary with our focus on the container and cartons and Wildpack's expertise in decorating, packaging, and operations. The most important part of the transaction for us was the cultural fit. Wildpack's people-first culture is what convinced us that this was the right move for us and our dedicated team."
Key Highlights of the Acquisition:
- Located in the key strategic North Central region in Grand Rapids, Michigan, Land and Sea Packaging is strongly aligned with Wildpack's business plan.
- Land and Sea generated Last-12-months (LTM) Revenue of US$21,886,000 and LTM EBITDA of US$4,670,000.
- History of profitable operations for 20+ years.
- Acquisition achieves Wildpack's 2021 growth strategy of 6 facilities ahead of schedule.
- Land and Sea brokers approximately 90 million cans annually, with a diverse client base across 15 U.S. states.
- Key leaders aligned with long-term employment contracts and a seat on Wildpack's board of directors.
C$22 Million Bought Deal of Units:
Wildpack is pleased to announce the closing of its previously announced bought deal public offering. The offering was conducted by Stifel GMP, as sole bookrunner and lead underwriter, on behalf of a syndicate of underwriters including Roth Capital Partners LLC, PI Financial Corp., and Leede Jones Gable Inc. (collectively, the "Underwriters") pursuant to which the Underwriters purchased on a bought deal basis, an aggregate of 22,680,412 units (the "Units") of the Company at a price of C$0.97 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of C$22 million (the "Unit Offering").
Each Unit consists of one Common Share and one-half common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share of the Company (a "Warrant Share") for a period of 36 months from the date hereof at an exercise price of C$1.26 per Warrant, subject to adjustment in certain events.
In connection with the Unit Offering, the Company paid the Underwriters a cash commission equal to C$1,320,000 of the gross proceeds of the Unit Offering and issued to the Underwriters 1,320,000 non-transferable compensation warrants exercisable at an exercise price of $0.97 per compensation warrant.
The Units were offered pursuant to the short form prospectus dated November 5, 2021, filed in all provinces of Canada, except Québec (the "Prospectus"). The Prospectus, including all documents incorporated by reference therein, are available on the Company's issuer profile on SEDAR at www.sedar.com.
C$20 Million Private Placement of Debenture Units:
Wildpack is pleased to announce the closing of its previously announced bought deal private placement for 20,000 debenture units (the "Debenture Units") of the Company (the "Debenture Offering"). The Debenture Offering was conducted by Stifel GMP, as sole bookrunner and lead underwriter, on behalf of the Underwriters.
Each Debenture Unit consisted of (i) one 8% senior unsecured convertible debenture (the "Convertible Debentures") having a face value of $1,000 and convertible into Common Shares at a conversion price of C$1.51 per Common Share (the "Conversion Price") and maturing four years from the date hereof (the "Maturity Date"); and (ii) 332 Warrants of the Company (the "PP Warrants" and, together with the Convertible Debentures, the "Underlying Securities"). Each PP Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.81 for a period of two years following the date hereof.
At any time and from time to time following the expiry of 36 months after the date hereof, the Company may, at its option, redeem pro rata all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price which is equal to 110% of the principal amount thereof, plus any accrued and unpaid interest that would otherwise by payable to the holder from the time of the optional redemption until the Maturity Date.
The Company may force the conversion of all but not less than all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price if the volume weighted average trading price of the Common Shares on the TSXV is greater than a 45% premium to the Conversion Price for the preceding twenty (20) consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash.
The Debenture Units are subject to a four month hold period pursuant to applicable securities laws, expiring on March 24, 2022.
In connection with the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Debenture Offering and nontransferable compensation warrants equal to 6% of the gross proceeds of the Debenture Offering divided by the Conversion Price.
The Company expects to use the remainder of the proceeds (beyond those used to complete the Acquisition) for working capital and general corporate purposes.
Per: "Mitch Barnard"
Chief Executive Officer and Director
Stifel GMP served as exclusive financial advisor to Wildpack Beverage Inc., Fasken Martineau DuMoulin LLP is acting as legal advisor for Wildpack Beverage Inc. Wildeboer Dellelce LLP is acting as legal advisor for the Underwriters.
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Wildpack is engaged in beverage manufacturing and packaging, operating in the middle market by providing sustainable aluminum can filling and decorating services to brands throughout the United States. Wildpack currently operates indirectly through its wholly owned subsidiaries and out of facilities in Baltimore, Maryland, Atlanta, Georgia, Longmont, Colorado, Sacramento, California and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack commenced trading on May 19, 2021, on the TSX Venture Exchange under the symbol "CANS.V".
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation, the use of the remaining proceeds from the financings. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Wildpack's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties related to Wildpack's business, including: that Wildpack's assumptions in making forward-looking statements may prove to be incorrect; delays in filing of financial information; adverse market conditions; risks inherent in the beverage manufacturing and packaging sector in general; that future results may vary from historical results; and competition in the markets where Wildpack operates. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE Wildpack Beverage Inc.