Item 8.01 - Other Events
On January 18, 2022, Vintage Wine Estates, Inc. ("VWE") entered into a
definitive Merger Agreement (the "Agreement") with Paul T. Lux, the Paul T. Lux
Irrevocable Trust (the "Seller"), and Meier's Wine Cellars Holding Company,
Inc., an Ohio corporation, and Meier's Wine Cellars, Inc., an Ohio corporation
(collectively, "Meier's"), pursuant to which VWE acquired Meier's.
Pursuant to the Agreement, the total consideration payable by VWE to Seller at
closing is equal to $25 million comprised of $12.5 million in cash and
approximately $12.5 million in VWE stock, which was valued at $9.78 per share,
subject to customary post-closing adjustments. The terms of the acquisition also
provide for the possibility of additional contingent consideration of up to $10
million based on Meier's exceeding current EBTIDA levels over each of the next
three years. The earn out consideration will also be paid in a combination of
50% cash and 50% stock.
On January 18, 2022, the Company issued a press release announcing the
completion of the Meier's Wine Cellars, Inc. acquisition. A copy of that press
release is included as Exhibit 99.1 to this report and incorporated by reference
herein.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated January 18, 2022, announcing the acquisition of
Meier's Wine Cellars, Inc.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses