Vancouver, British Columbia, Oct. 23 - Russell Breweries Inc. ("Russell") and Fort Garry Brewing Company ("Fort Garry") are pleased to announce that the amalgamation of Fort Garry with a wholly owned subsidiary of Russell ("Russell Subco") has now been completed. The amalgamated entity ("New Fort Garry") will continue to carry on business under the name Fort Garry Brewing Company Ltd.
As announced earlier, holders (the "Fort Garry Shareholders") of Fort Garry common shares were entitled to make one of the following three elections by way of Consideration Election and Transmittal Forms submitted to CIBC Mellon Trust Company by October 16, 2007:
1. Fort Garry Shareholders (other than ENSIS Growth Fund Inc. and ENSIS Investment Limited Partnership) could elect to receive, for each common share of Fort Garry, $0.40 ("Cash Only Consideration");
2. Fort Garry Shareholders could elect to receive, for each common share of Fort Garry, 0.50 of a Russell common share and $0.20 ("Share and Cash Consideration"); or
3. Fort Garry Shareholders could elect to receive, for each common share of Fort Garry, one common share of Russell ("Share Only Consideration").
Shareholders, who did not validly elect Cash Only Consideration, or Share and Cash Consideration, were deemed to have elected Share Only Consideration.
As announced earlier, Fort Garry Shareholders tendered 30,857 Fort Garry common shares for Cash Only Consideration, 540,053 Fort Garry common shares for Share Only Consideration, and 1,484,521 Fort Garry common shares for Share and Cash Consideration. 2,055,431 Fort Garry common shares were tendered in total. The remaining 2,921,267 issued and outstanding Fort Garry common shares were deemed to have been tendered for Share Only Consideration.
As a result of the amalgamation:
1. all 700,000 issued Class A preferred shares of Fort Garry were converted to total cash payments of $953,725.88 paid to ENSIS Growth Fund Inc. and ENSIS Investment Limited Partnership, the holders of the Class A preferred shares;
2. all 4,976,698 issued Fort Garry common shares were converted to a total of 4,203,580 common shares of Russell and total cash payments of $309,247, issued and paid to the holders of the Fort Garry Shareholders in accordance with the consideration elections made by them; and
3. as consideration for the issuance of the 4,203,580 Russell common shares to effect the amalgamation, New Fort Garry issued 4,203,580 common shares of New Fort Garry to Russell; and
4. New Fort Garry is now a wholly owned subsidiary of Russell.
As previously announced, effective at the close of business on Oct. 22, 2007, the common shares of Fort Garry Brewing Company Ltd. were delisted from the TSX Venture Exchange.
"It's a great deal for Fort Garry and Manitoba," said Doug Saville, who becomes Vice President, Operations and Chief Brew master of the Company. "We expect to ramp up production in both our breweries over the next year as we introduce our brands into all four provinces in Western Canada."
Russell Brewing Company produces hand crafted, premium beers in British Columbia. In 2006, Russell was recognized as BC's fastest growing brewery. Using all natural ingredients and traditional beer-making techniques, Russell beer is brewed for people who love beer. Products include: Russell Cream Ale, Russell Pale Ale, Russell Honey Blonde Ale, Russell Extra Special Lager plus two seasonal brews, Russell Lemon Ale and Russell Winter Porter.
Fort Garry Brewing Company is Manitoba's largest brewer and distributor of hand crafted, premium beers including Fort Garry Dark Ale, Fort Garry Pale Ale, Fort Garry Premium Light, Two Rivers Red, Two Rivers Lager, Two Rivers Light, Frontier Pilsner, Fort Gibraltar Premium Lager for Festival du Voyageur, River Dog for Branigan's Restaurant chain in Manitoba and Stone Cold.
Russell Brewing Company and Fort Garry Brewing Company are wholly owned subsidiaries of Russell Breweries Inc.