Widmer, Redhook Combine Decades of Craft Beer Passion and
Dedication
SEATTLE & PORTLAND, Ore.--(BUSINESS WIRE)--Nov. 13, 2007--Two of
the country's leading and pioneering craft breweries announced today
that they have agreed to combine their businesses and become one
company. Redhook Ale Brewery, Incorporated of Woodinville, Wash., and
Widmer Brothers Brewing Company of Portland, Ore., will merge to
create a combined company called Craft Brewers Alliance.
Kurt Widmer will serve as the company's chairman of the board and
Paul Shipman will serve as chairman emeritus. Dave Mickelson,
Redhook's current president and chief operating officer, and Terry
Michaelson, president of Craft Brands Alliance, Redhook and Widmer's
sales and marketing joint venture, will serve as co-CEOs of the
company. The combined company will continue to be publicly traded on
NASDAQ under the symbol HOOK and will have management offices in both
Portland and Woodinville.
"I believe that the merger will allow us even greater opportunity
to deliver unique and great-tasting beers for our customers," said
Kurt Widmer, president and brewmaster of Widmer Brothers. "The two
companies have a common goal--we both strive to brew the best possible
beer for our customers."
The companies see the merger as a natural next step for the two
businesses that already operate partnerships in brewing, sales and
marketing. Following the merger, the Redhook and Widmer beers will
remain separate brands in the marketplace.
"Our combination of talented people, high-quality beers and
first-class brewing operations presents tremendous advantages for the
combined company," said Paul Shipman, founder and chief executive
officer of Redhook. "The two breweries have worked well together over
the past few years, and I'm confident that we will be even stronger as
one company."
Although Redhook and Widmer have agreed to merge, the agreement is
subject to shareholder and regulatory approval. The merger is expected
to be completed during the first quarter of 2008. The terms and
conditions of the transaction are summarized in a report on Form 8-K
that Redhook is filing today with the Securities and Exchange
Commission.
Merging Redhook and Widmer will bring together two like-minded
craft brewers who are industry pioneers and deeply passionate about
brewing great beer. As one company, they plan to share ideas, build on
their legacies and continue crafting innovative beers for their
customers. In addition, the company will be better positioned to
compete on a national basis in the increasingly popular and
fast-growing craft beer industry. The combined company will have
breweries in Portland, Woodinville and Portsmouth, N.H.
The all stock transaction will result in Widmer shareholders and
existing Redhook shareholders each holding approximately 50% of the
outstanding shares in the combined company. Anheuser-Busch is expected
to remain a strategic distribution partner for Widmer and Redhook
products and will continue to hold a minority equity stake in the
company following the merger.
About Redhook - Redhook Ale Brewery, Incorporated (NASDAQ:HOOK) is
one of the leading independent brewers of craft beers in the United
States and has been at the forefront of the domestic craft brewing
segment since its formation in 1981. Redhook brews its specialty
bottled and draft products exclusively in its two company-owned
breweries, one in the Seattle suburb of Woodinville, Wash., and the
other in Portsmouth, N.H. Redhook distributes its products nationally
through a network of wholesale distributors, Craft Brands Alliance
LLC, and a distribution alliance with Anheuser-Busch, Inc.
About Widmer Brothers - Kurt and Rob Widmer founded their brewery
in 1984 in Portland, Ore. They've since honed their craft and passion
into one of the leading craft breweries in America and some of the
most unforgettable beers around. Widmer Brothers Brewing Company was
ranked 11th largest US brewery in 2006; its brews are distributed in
48 states. Widmer has received numerous awards for brewing excellence
and was named mid-sized brewery of the year at the Great American Beer
Festival in 2002 and again in 2004. Widmer Hefeweizen, an unfiltered
wheat beer that is typically served with a lemon, is the company's
flagship beer.
Additional Information About the Merger and Where to Find It
Redhook Ale Brewery, Incorporated intends to file with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that will include a joint proxy
statement/prospectus and other documents regarding the proposed
transaction. Investors and security holders are urged to read the
registration statement on Form S-4 and the related joint proxy
statement/prospectus (including any amendments or supplements to those
documents) and any other relevant materials when they become
available, because they will contain important information about
Redhook, Widmer and the proposed transaction. Investors and security
holders may obtain free copies of these documents (when they are
available) and other documents filed with the SEC at the SEC's web
site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Redhook by
directing a request by email to Investor.Relations@Redhook.com or by
mail to Redhook Ale Brewery, Incorporated, 14300 NE 145th Street,
Suite 210, Woodinville, WA 98072, Attn.: Investor Relations. In
addition, investors and security holders may access copies of
documents filed by Redhook with the SEC in the Investor Relations area
of Redhook's website at www.redhook.com.
Participants in the Solicitation
Redhook and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the shareholders
of Redhook in connection with the proposed transaction. Information
concerning the interests of these executive officers and directors in
the transaction, including their beneficial ownership of Redhook
common stock, will be included in the joint proxy statement/prospectus
referred to above. Additional information regarding the executive
officers and directors of Redhook is included in Redhook's proxy
statement for its 2007 Annual Meeting of Shareholders, which was filed
with the SEC on April 20, 2007, and in its annual report on Form 10-K
for the year ended December 31, 2006, which was filed with the SEC on
March 23, 2007. These documents are available free of charge at the
SEC's website (www.sec.gov) and from Investor Relations of Redhook at
the email and mailing addresses shown above.
Forward-Looking Statements
The foregoing information regarding the proposed merger includes
forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, the possibility that the
proposed merger may not ultimately close for a number of reasons, such
as either company not obtaining the requisite shareholder approval or
the inability to obtain the approval of Anheuser-Busch Incorporated;
that prior to closing of the merger, the businesses of Redhook and
Widmer, including the retention of key employees, may suffer due to
uncertainty; that, in the event the merger is completed, the combined
company may not have greater opportunities and advantages; that the
combination of Redhook and Widmer may not result in a company better
positioned to compete on a national basis; that the operational,
financial and management controls, reporting systems and procedures of
the combined companies may be inadequate; and that the parties may be
unable to successfully execute their integration strategies or realize
the expected benefits of the merger. Other factors that could create
or contribute to other risks and uncertainties are more fully
described in Redhook's filings with the SEC, including, but not
limited to, Redhook's annual report on Form 10-K for the year ended
December 31, 2006. The forward-looking statements in this press
release speak only as of the date hereof, and Redhook expressly
disclaims any intent or obligation to update these forward-looking
statements.
CONTACT: Redhook Ale Brewery, Incorporated
David Mickelson, 425-483-3232 ext. 201
Jay Caldwell, 425-483-3232 ext. 140
SOURCE: Redhook Ale Brewery, Incorporated
