March 2023
Waterloo Brewing Ltd.
Canaccord Genuity Acts as Financial Advisor to Waterloo Brewing on its C$217 Million Sale to Carlsberg
Canaccord Genuity is pleased to announce that, on December 14, 2022, its client, Waterloo Brewing Ltd. (TSX: WBR) ("Waterloo" or the "Company"), announced that it had entered into a definitive agreement with Carlsberg Group (“Carlsberg”) (CPSE: CARL A, CARL B) pursuant to which Carlsberg has agreed to acquire all of the issued and outstanding shares of Waterloo. Under the terms of the transaction Waterloo shareholders will receive C$4.00 in cash for each Waterloo share held, which implies an aggregate equity value for Waterloo of ~C$144 million, on a fully diluted treasury method basis, and an enterprise value of ~C$217 million.
The all-cash offer crystalizes value for Waterloo shareholders and provides full liquidity and certainty of value at a premium valuation based on an implied TEV/LTM EBITDA multiple of 12.4x. The offer price represents a 19.4% premium to the closing price and a 26.0% premium to the 10-day volume weighted average price of Waterloo shares as at December 14, 2022. It is currently anticipated that, subject to the satisfaction of typical closing conditions, including a Waterloo shareholder vote, the transaction will close in the first quarter of 2023.
Waterloo is Ontario's largest Canadian-owned brewery. Founded in 1984, Waterloo was the first craft brewery to start up in Ontario and is credited with pioneering the present-day craft brewing renaissance in Canada. In 2011, Waterloo purchased the Canadian rights to Seagram Coolers and, in 2015, secured the exclusive Canadian rights to both LandShark® and Margaritaville®. In addition, Waterloo utilizes its leading-edge brewing, blending, and packaging capabilities to provide an extensive array of contract manufacturing services in beer, coolers, and ciders.
Canaccord Genuity acted as financial advisor to Waterloo and provided a fairness opinion to the board of directors and special committee of Waterloo with respect to the Transaction. The Canaccord Genuity team included Dan Daviau, Michael Kogan, Todd Radons, Jonah Simpson, Tony Yu, and Andrew Harrison from Investment Banking.