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Gold/Mining/Energy : ALE/TSE Sleemans -- Ignore unavailable to you. Want to Upgrade?

To: AGORA who wrote (42)	1/12/1998 11:22:00 AM
From: Kent C.	Respond to of 272

Jan. 12 - ALE.TSE -Sleeman Breweries Ltd. Makes Offer to Acquire The Upper Canada Brewing Company Limited Via: 207.183.153.23 GUELPH, ONTARIO--Sleeman Breweries Ltd., Canada's leading premium craft brewer, today announced its intention to join forces with The Upper Canada Brewing Company Limited, in what will be the most significant combination ever of two craft brewers in Ontario. Sleeman will make an offer to purchase all the outstanding common shares of Upper Canada for a total price of $2.75 cash plus 0.433 of a common share of Sleeman for each share of Upper Canada. The offer is conditional upon, among other things, at least 90 per cent of the shares (other than shares already held at the date of the offer by Sleeman) being validly deposited under the offer and not withdrawn, and regulatory approval. "Currently, small craft brewers are faced with increased business pressures in the highly competitive brewing industry. The solution for a number of these brewers has been to consolidate, to reduce overhead and increase profitability," says John Sleeman, chairman, Sleeman Breweries Ltd. "For Sleeman, the timing couldn't have been better for the proposed merger. We share the same vision and, as a result, the continuing companies will be considerably stronger and better positioned within the premium beer category. We intend to use this strength to aggressively support Upper Canada's brands to ensure that their drinkers continue to enjoy the beers they have appreciated throughout the past thirteen years." If the offer is successful, it is the intention of Sleeman to close Upper Canada's Toronto plant. Sleeman Breweries Ltd. will then continue to brew Upper Canada products in its Guelph brewery with the same quality, ingredients and methods with which the Upper Canada beers have been traditionally brewed. While overall beer industry trends are flat, the craft brewing category continues its long term growth trend, up approximately 12 per cent, as compared with a year ago. This growth is largely fueled by the category leader, Sleeman Breweries Ltd., with annual growth of 20 per cent. "This initiative will solidify our leadership role and position us as the specialist within this growth category," adds Sleeman. "We will also benefit from greatly enhanced efficiencies and a significantly enhanced portfolio of brands." The offer is being made pursuant to an agreement dated today between Sleeman and Upper Canada and certain shareholders, pursuant to which, subject to certain conditions including a positive recommendation of The Upper Canada Board, Sleeman has agreed to make or cause a subsidiary to make an offer to purchase all shares. Certain Upper Canada shareholders including Gerry Hurlow and Terry Smith have agreed to deposit under the offer all shares held by them (representing approximately 14 per cent of the outstanding shares). In addition, Sleeman owns approximately 7 per cent of the outstanding shares of Upper Canada. Subject to the satisfaction of certain conditions, a take-over bid circular containing the details of the offer is expected to be mailed to all registered security holders of Upper Canada by January 31, 1998. Founded in 1984, The Upper Canada Brewing Company was one of the first microbreweries to be established in Canada. The brewery produces all natural bottled and draft beers. Selected brands include Upper Canada Lager, Upper Canada Dark Ale and Upper Canada Rebellion Lager. Sleeman Breweries Ltd. is Canada's largest craft brewer of premium beers. Founded in 1834 and reactivated in 1985 by chairman John W. Sleeman, the brewery produces all natural bottled and draft beer marketed under its own name. Sleeman brands include Sleeman Cream Ale, Sleeman Honey Brown Lager, Sleeman Silver Creek Lager and Sleeman Original Dark. Additionally, Sleeman's Okanagan Spring Brewery produces the best-selling premium craft beer in British Columbia. Okanagan brands include Okanagan Pale Ale, Honey Blonde Ale and Autumn Red Ale. Media: John Sleeman, chairman, Sleeman Breweries Ltd. will be available for interviews. For more information or to arrange an interview, contact Susan Willemsen or Carol Panasiuk at Cohn & Wolfe. Tel: (416) 924-5700 Email: susan_willemsen@CohnWolfe.com Financial Analysts: John Sleeman will be available for a conference call today at 11:10 a.m. To participate, dial 1-888-575-8230. Provide operator with your name and reference # TCA4Sleeman. FOR FURTHER INFORMATION PLEASE CONTACT: Cohn & Wolfe Susan Willemsen (416) 924-5700 Email: susan_willemsen@CohnWolfe.com or Cohn & Wolfe Carol Panasiuk (416) 924-5700