KITCHENER, ON, March 7, 2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo Brewing") (TSX: WBR) is pleased to announce the completion of its previously announced arrangement involving Carlsberg Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Carlsberg Breweries A/S (the "Parent"), pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement became effective at 12:01 a.m. (Toronto Time) on March 7, 2023 (the "Effective Time").

Completion of the Arrangement

Pursuant to the terms of the Arrangement, each holder of common shares in the capital of Waterloo Brewing ("Common Shares") received, for each Common Share held immediately prior to the Effective Time, $4.00 in cash per share (without interest) (the "Consideration"), and holders of outstanding in-the-money options to purchase Common Shares ("Options") received, for each in-the-money Option held immediately prior to the Effective Time, an amount equal to the product obtained by multiplying: (i) the amount by which the Consideration exceeded the exercise price per Common Share of such Option by (ii) the number of unexercised Common Shares underlying each such Option. 

The Common Shares are expected to be de-listed from the Toronto Stock Exchange on or about March 8, 2023 and applications will be made for Waterloo Brewing to cease to be a reporting issuer and an offering corporation.

Information for Former Waterloo Brewing Shareholders

Additional Information

Early Warning Disclosure

Carlsberg Canada Inc.

Immediately before the completion of the Arrangement, the Purchaser (1425 North Service Road East, Suite 102, Oakville, Ontario, Canada, L6H 1A7) did not own or control, directly or indirectly, any Common Shares. Immediately after the completion of the Arrangement, the Purchaser owned 35,919,514 Common Shares, representing 100% of the outstanding Common Shares.

An early warning report will be filed by the Purchaser in accordance with applicable securities laws and will be available under Waterloo Brewing's profile at www.sedar.com or may be obtained directly from Waterloo Brewing upon request by contacting Waterloo Brewing at the contact information below or by mailing Waterloo Brewing at its head office: Waterloo Brewing Ltd., 400 Bingemans Centre Drive Kitchener, Ontario, N2B 3X9.

Benbrick Holdings Inc.

Prior to the completion of the Arrangement, Benbrick Holdings Inc. ("Benbrick") beneficially owned, or exercised control or direction over, 7,483,215 Common Shares, representing approximately 20.83% of the outstanding Common Shares. In connection with the completion of the Arrangement, Benbrick disposed of all of the Common Shares it held for $4.00 per share and received consideration in the aggregate amount of $29,932,860.

Immediately prior to the completion of the Arrangement, a corporate reorganization involving the direct and indirect shareholders of Benbrick was completed pursuant to which Stan Dunford, a director of the Company, acquired indirect control of Benbrick, which was previously indirectly controlled by Peter Schwartz, a director of the Company.

A copy of the early warning report to be filed by Benbrick with the applicable securities commissions pursuant to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be made available on SEDAR at www.sedar.com.

Benbrick is a corporation existing under the laws of Ontario and its head office is located at Suite 2100, Scotia Plaza, 40 King Street West, Toronto Ontario, M5H 3C2. To obtain a copy of the early warning report filed by Benbrick in connection with the transactions outlined above, contact Alison Manzer at 416-869-5469.

Kernwood Limited

In connection with the Arrangement, the securityholding percentage of Kernwood Limited's ("Kernwood") beneficial ownership of, or control or direction over, Common Shares decreased to less than 10%. Immediately before the completion of the Arrangement, Kernwood owned or controlled, directly or indirectly, an aggregate of 4,315,299 Common Shares, representing approximately 12.01% of the outstanding Common Shares. In connection with the completion of the Arrangement, Kernwood disposed of all of the Common Shares it held for $4.00 per share and received consideration in the aggregate amount of $17,261,196.

An early warning report will be filed by Kernwood in accordance with applicable securities laws and will be available under Waterloo Brewing's profile at www.sedar.com or may be obtained directly from Kernwood upon request by contacting Kernwood by mail at 79 Wellington Street West, Suite 605, P.O. Box 346, Toronto, Ontario, M5K 1K7.

Advisors

Canaccord Genuity Corp. acted as financial advisor and Wildeboer Dellelce LLP acted as legal counsel to Waterloo Brewing. Paradigm Capital Inc. acted as independent financial advisor and Torys LLP acted as legal counsel to the Special Committee.

Cormark Securities Inc. acted as financial advisor and Norton Rose Fulbright Canada LLP acted as legal counsel to Carlsberg Canada Inc. and Carlsberg Breweries A/S.

About Waterloo Brewing Ltd.

Cautionary Note Regarding Forward Looking Statements

SOURCE Waterloo Brewing Ltd.