Whiteknight Acquisitions II Inc.

TSX VENTURE : WKN.P


December 19, 2012 09:42 ET

Whiteknight Acquistions II Inc. Announces Letter of Intent to Complete a Qualifying Transaction with Diamond Estates Wines & Spirits Ltd.

TORONTO, ONTARIO--(Marketwire - Dec. 19, 2012) - Whiteknight Acquisitions II Inc. ("WKN") (TSX VENTURE:WKN.P), a Capital Pool Company, is pleased to announce that on December 13, 2012 it entered into a letter of intent with Diamond Estates Wines & Spirits Ltd. ("Diamond") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of Diamond will be exchanged for securities of WKN. The Transaction is intended to constitute the "Qualifying Transaction" of WKN, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").

About Diamond

Diamond is an integrated domestic wine production and national sales agency company based in Toronto and Niagara, Canada. Diamond is ranked as one Canada's top five largest wine companies by capacity and ranked the 3rd largest independent sales agency representing over 100 international wines and spirits brands. Diamond markets Canadian and international wines and spirits to liquor boards and licensed establishments throughout Canada. Diamond's family of Canadian Wines includes 20 Bees, Hat Trick NHL Alumni Wines, Lakeview Cellars, EastDell Estates, FRESH Wines, Sundance Wines, Dan Aykroyd Wines, Dois Amigos and De Sousa Wine Cellars. Diamond's portfolio also includes international brands such as Andre and Francois Lurton, Fat Bastard Wines and Rodet from France, Casa Girelli from Italy, Anciano from Spain, Long Flat and Kilikanoon Australian wines plus numerous others from around the world. Diamond also represents spirits brands such as Hpnotiq (Heaven Hill), Pama (Heaven Hill), Fireball Cinnamon Whisky (Sazerac) Dr. McGillicuddy's Schnapps (Sazerac), Proof Brands and Tito's Vodka.

Diamond was formed in early 2000 by Andrew Green and Murray Marshall. The company has grown primarily in 3 different ways: (1) acquiring Ontario wineries; (2) developing its own wine brands; and (3) representing various wine, beer and spirits brands on an agency basis. In 2005 Diamond merged with Niagara Cellars Inc., which had been founded by Murray Watson and Susan O'Dell. Mr. Marshall is currently the President and CEO of Diamond and its subsidiaries, Mr. Green the Vice-President (Sales and Administration) and Mr. Watson the Chairman. Diamond was amalgamated under the Business Corporations Act (Canada) on April 1, 2012, and its registered head office is located at 29 Connell Court, Unit 6, Toronto, Ontario, M8Z 5T7. Diamond winery and production facilities are located in Niagara-on-the-Lake, Ontario. Diamond is widely held among more than 300 shareholders, and does not have any shareholder owning 10% of more of the company's voting securities.

Diamond had revenue for the year ending March 31, 2012 of $28,358,945, and EBITDA of $1,591,830 (or 5.6%). In the same period Diamond had a cost of goods sold of $16,9320,016 (or 60%), for a gross profit of $11,426,929 (all March 31, 2012 numbers are audited). As of September 30, 2012, Diamond had total assets of $38,894,646 and total liabilities of $30,956,106 (unaudited). EBITDA for the period of April 1, 2012 to September 30, 2012 is $1,566,585 (unaudited) and rolling 12 month EBITDA is $2,474,034 (unaudited).

The Qualifying Transaction

Subject to regulatory approval, WKN will acquire all of the currently issued and outstanding common shares of Diamond for consideration equal to $15.125 million. Immediately prior to or concurrently with the closing of the Transaction, WKN shall complete a share consolidation by replacing each of its issued and outstanding common shares with 0.3712 new common shares (the "New WKN Shares"). WKN shall satisfy the Purchase Price by issuing 19,901,500 New WKN Shares to shareholders of Diamond on a one-for-one basis at a deemed issuance price of $0.76 per New WKN Share.

Prior to closing, Diamond shall restructure its debt, and shall convert all of its $321,720 convertible debentures (together with estimated accrued interest to the closing) into approximately 502,000 common shares, at a conversion price of $0.684. Diamond currently has also granted 900,000 incentive stock options at an exercise price of $0.76, which shall be exchanged pursuant to the Transaction on a one for one basis for options entitling the holder to acquire New WKN Shares at the same exercise price.

The parties intend to complete an offering of securities concurrently with the closing of the Transaction at a subscription price of $0.76 per New WKN Share for minimum gross proceeds of $3.0 million, with standard fees and commissions to be paid in connection therewith, and the net proceeds of which shall be used for general working capital purposes (the "Concurrent Financing"). Detailed particulars of the Concurrent Financing will be provided once available.

It is currently anticipated that the board of directors of the resulting issuer will consist of seven directors, to be made up of two nominees of Diamond, two nominees of WKN (David Mitchell and Keith Harris), and three additional independent directors to be determined by the parties.

Murray Marshall, the current chief executive officer and president of Diamond, will act as chief executive officer and president of the resulting issuer. Mr. Marshall's experience extends over the past 30 years with Joseph Seagram & Sons, Basil D. Hobbs Imported Wines & Spirits, T.G. Bright Company and Colio Estate Wines. In his positions with these companies, he was directly responsible for developing and implementing sales strategies to facilitate brand development and sales for both wines and spirits. As the Executive Vice-President of Corporate Development of Colio Wines, he was also responsible for developing new ventures (such as new brands, co-packing agreements for products, government grants for capital and vineyard acquisitions) in order to increase sales, production and cash flow for the winery and its vineyard operations. Mr. Marshall is also Chairman of the VQA Canada. Among other things, Murray is the former General Manager, Sales and Marketing of Export and Specialty Markets for Andrés Wines.

Murray Watson, Diamond's chairman, will be appointed chairman of the resulting issuer. An entrepreneur, Mr. Watson has a 25-year history of investment success in many international industries, both in the private and public markets. In 1995, Mr. Watson became one of the early investors in Renwood, a premium producing winery in California. As a Director of Renwood, Mr. Watson helped develop and implement its business and branding strategy.

Andrew Green is a current director, vice-President and corporate secretary of Diamond, and will be appointed vice-president and corporate secretary of the resulting issuer. A co-founder of Diamond Estates Wines & Spirits Ltd., Mr. Green was the owner and founder of Boka Wines & Spirits Ltd. (Boka), which he created in September of 1997 as an imported wines, spirits and beer agency and later expanded to also represent domestic wines. Boka was eventually acquired by Diamond. Mr. Green has a proven ability to sell and negotiate with the LCBO and foreign and domestic producers, which he used to build a portfolio with sales to the LCBO (both to the large volume General List and the specialty Vintages and Classics Catalogue divisions), licensees and private customers. Prior to establishing Boka, Mr. Green was a corporate, banking and international trade lawyer practicing at the firm McMillan LLP (Barristers and Solicitors) where he obtained experience in mergers and acquisitions, private company asset and share sales, financing and international trade.

Updates in respect of the management and board of directors of the resulting issuer will be provided to the market as they may be determined by the parties.

The material conditions required to be fulfilled by the parties prior to closing include the following: (i) closing of the Concurrent Financing; (ii) restructuring Diamond's existing debt; (iii) consolidation of WKN's shares; (iv) receipt of audited financial statements of Diamond as of March 31, 2012, and the interim financial statements of Diamond for the period ending September 30, 2012; (v) receiving all necessary regulatory and third party approvals and authorizations; (vi) the receipt of an independent valuation of Diamond if required by the Exchange; (vii) approval by each of the board of directors of Diamond and WKN, and the shareholders, if necessary; (viii) the entering into of satisfactory employment agreements for senior management; (ix) confirmation of no material adverse change having occurred to either entity prior to close; (x) the completion of a definitive agreement setting forth the terms and conditions for the transaction; (xi) the completion of due diligence satisfactory to each party; (xii) the completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement); and (xiii) satisfaction of WKN and Diamond with the terms and amounts of "Key-person" life insurance policies on senior management personnel.

It is intended that the resulting issuer will be listed as a Tier 1 industrial company. The parties will be seeking a waiver of any requirement for a Sponsor, but in the event a waiver is not available, will seek a sponsorship relationship for this transaction with an Exchange member firm, and will update the markets accordingly. The proposed Qualifying Transaction will constitute an arm's length transaction, and as such, will not require approval by the shareholders of WKN.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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