With files from Canadian Beer News
Russell Breweries has announced that it has entered into asset purchase agreements that will see its two brewing operations – Russell Brewing in British Columbia, and Fort Garry Brewing in Manitoba – sold to new ownership groups. Russell, originally owned by the Russell family before being purchased by the Harris family in 2004 and subsequently undergoing a series of management changes, will be taken over by a numbered company owned by Yong Lin and Xiaomin Wang.
According to information on their website, the sale process began almost a year ago:
The entering into of the Fort Garry Sale Agreement and the Russell Brewing Sale Agreement was the result of an extensive process that began in November 2015 and included the review of a number of potential strategic alternatives with various third parties.
The experiment of owning a Manitoba brewery, purchased back when Russell was serving the contract to supply beer to BC Place Stadium (likely for additional capacity), is close to ending. Under the agreements, Fort Garry will be sold to a new limited partnership backed by “one of the largest diversified private equity/venture capital firms within the prairie provinces”. According to the announcement of the purchase agreements, the Fort Garry sale will require shareholder approval via a special resolution, while the Russell sale may also require special approval depending on the timing of the Fort Garry sale.
As a publicly traded company, Russell is obliged to make details readily available; they can be found here on the full announcement on their website. An excerpt follows:
Sale of Russell Brewing
The Company and FGBC have also entered into an asset purchase agreement with 1083256 B.C. LTD (the “Russell Brewing Purchaser“), a company owned by Yong Lin and Xiaomin Wang (the “Russell Brewing Sale Agreement“), whereby the Company has agreed to sell to the Russell Brewing Purchaser, all of the property and assets used or utilized by the Company in its business of producing beers in British Columbia under the name “Russell Brewing Company” for a purchase price of $1,800,000.00, subject to working capital adjustments at closing (the “Russell Brewing Sale“).
The purchase price for the Russell Brewing Sale will be paid by the Russell Brewing Purchaser as follows:
- on the closing of the Russell Brewing Sale, payment of:
- $180,000.00 in cash; and
- the surrender of a $180,000.00 deposit paid in trust on the execution of the Russell Brewing Sale Agreement; and
- the remainder of the purchase price will be payable by the Russell Brewing Purchaser in instalments
The closing of each of the Fort Garry Sale and the Russell Brewing Sale is subject to a number of customary closing conditions, including receipt of shareholder approval and the approval of the TSX Venture Exchange.
The Company intends to call and hold its annual and special meeting of shareholders to consider the Fort Garry Sale and Russell Brewing Sale at the end of November, 2016.
Other selected news releases
- JULY 9, 2015: Russell Board Unanimously Recommends Shareholders Reject Premiers Unfair Hostile Partial Offer
- JULY 3, 2015: Russell Intends To Refinance Existing Debt
- AUG 22, 2013: Russell Breweries Inc. Announces Retirement of CEO
- JUNE 27, 2013: Company Announces Changes to Senior Management Team
- NOV 26, 2012: Russell Breweries Inc. Announces Changes to Board of Directors
- SEPT 8, 2009: Russell Breweries Inc Ranked One of BC’s Top Growing Companies
- OCT 23, 2007: Fort Garry Brewing Company Becomes a Wholly Owned Subsidiary of Russell Breweries Inc.
- MAY 7, 2007: Russell Breweries Inc. Signs Three Year Agreement with BC Place and BC Lions
- DEC 7, 2006: Russell Brewing Company is the Fastest Growing Brewery in BC
- OCT 23, 2006: Russell Breweries Inc. Commences Trading on TSX Venture Exchange
- MAY 18, 2005: Russell Breweries Inc. Commences Trading on the CNQ