Diamond Estates Wines & Spirits Ltd.

Diamond Estates Wines & Spirits Ltd.

September 08, 2014 14:56 ET

Diamond Estates and The Kirkwood Group Provide Additional Information Concerning Their Recently Announced Kirkwood Diamond Canada Agency Combination

NIAGARA-ON-THE-LAKE, ONTARIO--(Marketwired - Sept. 8, 2014) - Diamond Estates Wines and Spirits Inc. (TSX VENTURE:DWS) and The Kirkwood Group Ltd. are pleased to provide the following additional information concerning their recently announced merger of their respective agency businesses into a partnership to be named "Kirkwood Diamond Canada." The merger brings together two of Canada's leading beverage alcohol companies to form a single operating entity of superior scale and diversification. A combined sales force of complementary strengths will distribute an augmented portfolio of international wine, spirits and beer brands across Canada. The merger is expected to conclude on October 1st, 2014.

Diamond Estates and The Kirkwood Group will each vend their agency businesses into Kirkwood Diamond Canada, consisting of accounts receivable, inventory, personnel, and contracts associated with their respective agency businesses. Revenue from Diamond Estates' agency business, for the 12 months ended March 31, 2014, comprised approximately 32% of its total revenue. The value of the agency business being vended in by Kirkwood is approximately equal to the value of the business being contributed by Diamond Estates. For the three months ended June 30, 2014, the accounts receivable and inventory of that Kirkwood Group's agency business was valued at approximately $3.3 million (unaudited).

Gord Haist, the current Chief Operating Officer of The Kirkwood Group, will act as Chief Executive Officer of the new partnership. Kirkwood Diamond Canada will have an executive committee overseeing management comprised of 2 nominees from each of Diamond Estates and The Kirkwood Group. Diamond Estates will own 50.01% of the partnership, while The Kirkwood Group will own 49.99%. Diamond Estates will consolidate the partnership's financial results into its quarterly and annual results. Kirkwood Diamond Canada will be headquartered in Oakville, Ontario and the Diamond Estates Winery will continue to operate independently of the partnership and will be headquartered in Niagara-on-the-Lake.

About Diamond:

Diamond Estates Wines and Spirits Inc. is a producer, marketer and distributor of wines, spirits, cider and beer in Canada. The company operates two wineries in the Niagara region of Ontario producing VQA and blended wines under such well-known brand names as 20 Bees, EastDell, Lakeview Cellars, Dois Amigos, Hat Trick, Dan Aykroyd, Benchmark, Riders Valley and Seasons. The company also proudly represents and imports several fine wines and spirits from around the world and serves as the marketing and sales agent for these brands in all regions of the country with a dedicated sales force. For further information on the company, please visit the company's SEDAR profile at www.sedar.com.

About The Kirkwood Group

The Kirkwood Group is a national sales and marketing agency representing producers of premium and prestige wines, spirits, beers and refreshment beverages. A Canadian, family-owned business, they are dedicated to building strong relationships and effectively communicating their suppliers' brand messages with passion and care, a vision instilled within the organization by agency founder and industry icon, the late Brian Kirkwood. Formed and incorporated in 1998, the company is headquartered in Oakville, Ontario.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statement

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Diamond Estates Wines and Spirits Inc., the Kirkwood Group, or the proposed partnership's (the "parties") to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the parties to complete the transaction; the economy generally; consumer interest in the services and products of the joint venture; financing; competition; and anticipated and unanticipated costs. While the parties acknowledge that subsequent events and developments may cause its views to change, the parties specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the views of either party as of any date subsequent to the date of this press release. Although the parties have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Closing of the transaction remains subject to the final approval of the TSX Venture Exchange.

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