WYBONG, Australia - (Business Wire) Yarraman Winery, Inc. (YRMN.PK) announced today that agreement has been reached on the broad terms of a recommended offer to be made to acquire Asia Distribution Solutions Limited (AIM: ADSL) in a transaction valued at approximately US$27 million.
The offer, which was unanimously approved by both companies’ Boards of Directors, provides for the issue of up to 63,340,000 new shares of Yarraman Winery to be paid as consideration to the Asia Distribution Solutions shareholders, in proportion to their shareholdings when the offer closes. The transaction is expected to close in the fourth quarter 2008, and is subject to reaching 90% acceptance by the Asia Distribution Solutions shareholders, as well as other customary conditions, including regulatory approvals and compliance in applicable jurisdictions.
The financial advisor for Yarraman Winery, Inc. was H.C. Wainwright & Co., Inc.
About Asia Distribution Solutions
Organized under the laws of the Cayman Islands and listed on the Alternative Investment Market (AIM) of the London Stock Exchange, Asia Distribution Solutions is a distributor of imported and domestic premium and specialty beverages in China. Asia Distribution Solutions provides procurement and logistic solutions to over 3,500 direct customers, which include supermarkets, hotels, restaurants and bars, together with beverage wholesalers and retailers.
About Yarraman Winery
Yarraman Estate, the operating subsidiary of Yarraman Winery, is an award-winning Australian winery which owns 632 acres of land and operates 1,312 acres of property in two topographic regions in New South Wales, Australia. Yarraman Estate produces a range of popular varietals, including Shiraz, Cabernet Sauvignon, Merlot, Chardonnay and Sauvignon Blanc.
Forward Looking Statements and Disclaimers
This press release includes “forward-looking statements” intended to qualify for the safe harbour from liability under the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of Yarraman Winery and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected timing and scope of the offer to acquire Asia Distribution Solutions, and other statements in this press release other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, unanticipated issues associated with the satisfaction of the conditions to the offer, issues associated with obtaining necessary regulatory and other approvals and the terms and conditions of such approvals; the inability to integrate successfully Asia Distribution Solutions within Yarraman Winery or to realise synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition of Asia Distribution Solutions. Additional factors that could cause actual results and developments to differ materially include, among other things:
- unanticipated changes in revenue, margins, costs and capital expenditures;
- issues associated with new product introductions;
- matters impacting the successful and timely implementation of ERP systems;
- foreign currency fluctuations;
- increased raw material prices;
- unexpected issues associated with availability of local suppliers and skilled labour;
- the risks associated with growth;
- geographic factors and political and economic risks;
- actions of competitors;
- changes in economic or industry conditions generally or in the markets served by Asia Distribution Solutions and Yarraman Winery;
- the state of financial and credit markets;
- efficiency and capacity utilisation of facilities;
- issues related to new facilities and expansion of existing facilities;
- work stoppages, labour negotiations and labour rates;
- government approval and policies;
- the ability of our customers to receive any necessary financing;
- the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, and joint ventures; and
- risk and other factors cited in Yarraman Winery’s filings with the United States Securities and Exchange Commission.
Yarraman Winery undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements only speak as of the date on which they are made.
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the offer should be made only on the basis of the information in the offer document by which the offer is made. Yarraman Winery urges Asia Distribution Solutions shareholders to read the offer document when it becomes available because it will contain important information relating to the offer.
The securities offered by Yarraman Winery in consideration for the acquisition of securities in Asia Distribution Solutions will not have been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Yarraman Winery, Inc.
+612 6547 8118
Fax +612 6547 8039
info@yarramanestate.com
www.yarramanestate.com
or
H.C. Wainwright & Co.
New York Office
212-856-5700
Fax: 212-856-5750
www.hcwainwright.com
