News- CLCDF.
January 12, 1999 11:33
Clearly Canadian Strengthened Through Strategic Alliance and
US$11,700,000 Financing
VANCOUVER, British Columbia--(BUSINESS WIRE)--Jan. 12, 1999--CLEARLY
CANADIAN(NASDAQ:CLCDF) (TSE:CLV.) Clearly Canadian Beverage Corporation ("Clearly Canadian")
announced today that it has entered into a commitment letter (the "Commitment Letter") with Pamodzi
Food and Beverage Inc. ("Pamodzi Food") to raise gross proceeds of up to US$11,700,000. The financing
will be completed through the issuance of up to 10,400,000 common shares of Clearly Canadian by way
of private placement at a price of US$1.125 per share.
Pamodzi Food is a subsidiary of Pamodzi Investment Holdings Ltd. ("Pamodzi"), a diversified South
African investment holding company with experience in the food and beverage sectors. In addition to its
equity investment in Clearly Canadian, Pamodzi has agreed to introduce, through Clearly Canadian,
beverages to the North American marketplace and to facilitate the distribution of Clearly Canadian's
beverage products in South Africa and other international markets.
"We're convinced that Clearly Canadian has great potential", said Kobus du Plooy, a director of Pamodzi
Food and Pamodzi. "It is one of the pioneers of the Alternative Beverage industry and, as one of the
industry's innovators, we believe Clearly Canadian is well positioned to expand its business through new,
exciting product introductions."
"This investment of capital solidifies our efforts to improve growth and profitability and capitalize on our
diversifying brand portfolio,"said Douglas Mason, President and CEO, Clearly Canadian. "The strategic
alliance with Pamodzi will allow us to invest more aggressively on initiatives to grow our business such as
developing new innovative brands, expanding distribution and increasing sales and marketing efforts in key
consumer markets."
Pamodzi Food intends to purchase common shares of Clearly Canadian prior to the closing of the private
placement through the market at prevailing market rates. If it purchases shares through the market, then
the number of treasury shares to be issued pursuant to the private placement will be reduced to such
number so that the total number of shares to be owned by Pamodzi Food will not exceed 30 percent of
Clearly Canadian's issued and outstanding shares.
In accordance with the terms of the Commitment Letter, Clearly Canadian will, prior to the completion of
the private placement, undertake a reverse stock split (consolidation) of its issued share capital on a 4.25
old shares for one new share basis. Clearly Canadian currently has 28,862,999 shares issued and
outstanding. Upon the completion of the reverse stock split, a total of approximately 6,791,293 shares will
be issued. On a post-consolidated basis, Pamodzi will be purchasing up to approximately 2,447,058
shares at a post-consolidated price of US$4.78 per share.
The completion of the financing transaction with Pamodzi Food is subject to approval by the boards of
directors of Pamodzi and Clearly Canadian, entering into a formal financing agreement and the
satisfactory completion of due diligence reviews by both parties. The transaction is also subject to
approval by Clearly Canadian's shareholders, regulatory approval by The Toronto Stock Exchange and
South African currency exchange regulatory approval.
An extraordinary general meeting of Clearly Canadian has been called for Tuesday, February 15, 1999 at
which time shareholder approval will be sought in respect of the proposed financing with Pamodzi Food
and the proposed reverse stock spilt. A special resolution, being 75 percent of the shares represented at
the meeting, will be required to approve the reverse stock split.
Pamodzi is a South African diversified investment holding company which pursues strategic investments
in the broadly defined food and service industries, including investments in the information technology and
telecommunications, leisure and financial services industries. Pamodzi was formed in 1996 by a group of
leading South African entrepreneurs, business people and professionals. Its directors and officers include
Peter Vundla (Chairman), Ndaba Ntsele (CEO), Solly Sithole, Felicia Mabuza-Suttle, Sifiso Msibi, Kobus
du Plooy, Andrew Wheeler and Jan Roesch. Two representatives of Pamodzi will be appointed to Clearly
Canadian's board of directors upon the completion of the transaction.
Based in Vancouver, B.C., Clearly Canadian Beverage Corporation is a leading producer of premium
alternative beverages, including Clearly Canadian(R) sparkling flavoured water, Refresher and Orbitz(TM),
which are distributed extensively in the United States, Canada and numerous countries worldwide. Clearly
Canadian also holds the exclusive licence to manufacture Battery(TM) in the United States and Canada.
Clearly Canadian also owns CC Beverage (U.S.) Corporation (formerly known as Cascade Clear Water
Co.), which produces a line of alternative beverages for retail sale in North America and the Pacific Rim,
and operates a home/office commercial delivery business in the U.S. Pacific Northwest. Additional
information on the Company may be obtained on the world wide web at www.clearly.ca.
Statements in this news release that are not historical are to be regarded as forward-looking statements
which are subject to risks and uncertainties and that could cause actual results to differ materially. Such
risks and uncertainties with respect to Clearly Canadian's business include general economic conditions,
changing beverage consumption trends of consumers, pricing and availability of raw materials, and
political and economic uncertainties, including currency fluctuation in the countries in which Clearly
Canadian carries on business.
CLEARLY CANADIAN BEVERAGE CORPORATION
Douglas L. Mason, President and Chief Executive Officer
CLEARLY CANADIAN BEVERAGE CORPORATION is the registered holder of the trademark CLEARLY
CANADIAN(R). CLEARLY CANADIAN BEVERAGE CORPORATION, and its wholly owned subsidiaries,
manufacture, distribute and market CLEARLY CANADIAN(R), CLEARLY TEA(TM), CLEARLY 2(TM),
CLEARLY CANADIAN QUENCHER(TM) and ORBITZ(TM) flavoured and unflavoured beverages.
CONTACT: Clearly Canadian Beverage Corporation
Kelly Lendvoy, 800/663-5658(USA),
1-800-663-0227 (CANADA)
Email: klendvoy@clearly.ca
Website: www.clearly.ca |
