AccessMyLibrary provides FREE access to millions of articles from top publications available through your library.
Original Source: FD (FAIR DISCLOSURE) WIRE
. Philippa Dworkin, Constellation Brands, Inc., SVP Corporate Communications & IR . Richard Sands, Constellation Brands, Inc., Chairman & CEO
STZ has offered to acquire the outstanding stock of the Robert Mondavi Company for $970m in cash. STZ is offering $53 per share for outstanding Class A shares and $61.75 per share for the outstanding Class B shares; represents a multiple of 14 times Mondavi's 2004 EBITDA. STZ believes the transaction would be immediately accretive to its EPS. Q&A Focus: merger proposal, accretion, strategy.
A. Key Data From Call 1. STZ offer: $970m. 2. $53 per share for outstanding Class A shares. 3. $61.75 per share for outstanding Class B shares. 4. Mondavi projected total equity value = $749-929m over time.
S1. Proposed Mondavi Acquisition (R.S.) 1. Proposed Mondavi Acquisition:
1. Announcement: 1. STZ has announced an offer to acquire the outstanding stock of the Robert Mondavi Company. 2. A week ago STZ confidentially approached Mondavi's Chairman and requested to commence discussions regarding offer. 3. Has been STZ's preference to negotiate with Mondavi on confidential basis. 4. Mondavi's announcement yesterday of their receipt of a proposal to acquire co. will cause speculation with respect to the stock of both companies.
5. Co. felt compelled to publicly disclose its identity and the
details of its all-cash offer. 2. Advantages of STZ Offer:
1. STZ believes its offer is a superior alternative to the restructuring exercise proposed by Mondavi mgt. 2. Represents significant premium to Mondavi's stock price. 3. Co. is offering $53 per share for outstanding Class A shares and $61.75 per share for the outstanding Class B shares. 4. This is a 37% premium to the closing price of Mondavi stock on 10/11/04, the day before offer was made.
5. STZ offer respects premium allocation between Class A and Class B shares connected to Mondavi's proposed recapitalization. 6. STZ's all-cash offer represents significant premium to Mondavi management's projected equity value based on its proposed restructuring.
7. Mondavi mgt. projected last month that over time it can achieve total equity value in the $749-929m range. 8. Assumes divestiture of its luxury brands at favorable valuation levels.
9. Also assumes a business restructuring that mgt. indicated may take up to a year to complete. 3. Financial Scope of Offer:
1. STZ is offering $970m for the whole co. today. 2. This offer exceeds high end of the Mondavi mgt. range of projected equity value. 3. Represents a 29% premium to the low end of the range.
4. Offer represents a multiple of 14 times Mondavi's 2004 EBITDA.
4. Risks: 1. The Mondavi restructuring includes risks, as outlined in their preliminary proxy statement filed 10/8/04.
2. STZ believes these risks are real rather than boilerplate legal language. 3. STZ offer is cash; eliminates the risk inherent in the restructuring exercise. 5. Clarifications: 1. Mondavi's press release from yesterday indicated Mondavi had declined a request to suspend implementation of its proposed recapitalization. 2. STZ letter made clear its offer is not conditioned upon finalization of capitalization plan. 3. STZ sees no reason to delay proposed combination. 4. Co. has requested that Mondavi refrain from disposing of any assets or otherwise pursue a restructuring plan that would
adversely affect the premium its making available to Mondavi shareholders.
5. Greg Evans [phonetic] stated in press release that Mondavi
is uniquely qualified to seek the highest value from its luxury assets. 6. If this means pursuing proposed restructuring plan, STZ disagrees. 7. STZ believes plan is full of risks and uncertainties and will deliver value substantially below proposed offer. 6. Proposed Recapitalization: 1. STZ offer honors the economic effect of the recapitalization. 2. STZ would be willing to consider allowing a shareholder approval for the one share = one vote aspect of the proposed recapitalization. 7. Benefits of STZ-Mondavi Merger: 1. Combined co. would have significant scale advantages.
2. STZ's well-developed distribution network in certain key markets outside US would provide Mondavi with important routes to market to grow its brands outside of the domestic market. 3. Mondavi currently generates only about 10% of its revenue from markets outside US. 4. STZ generates more than 50% of its branded wine revenue from markets outside US. 5. Access to STZ distribution network in Europe will allow Mondavi to capitalize on favorable consumer trends in Europe and accelerate …