Drinks Americas Holdings, Ltd., , a leading developer and marketer of beverage products, announced that it has entered into a letter of intent with Worldwide Beverage Imports, LLC. , which will result in Worldwide acquiring up to a 49% interest in the Company. Worldwide will acquire approximately 125,000,000 shares of common stock of the Company in exchange for sales and or importing and distribution rights of Worldwide products through a series of licensing agreements between the companies.
In addition to the shares of common stock for the distribution rights to each of the new products, Worldwide will make a capital contribution in the Company of no less than $1.5 million, through cash provided by the sale of Worldwide products by Drinks or otherwise. Upon the consummation of the transaction, Worldwide will have acquired an interest not to exceed 49% of the Company.
Federico Cabo, principal operator of Mexico’s third largest brewery, Cervecer?a Mexicana, S. de R.L. de C.V., and seventh largest tequila distillery, Fabrica de Tequilas Finos, S.A. de C.V., will join the board of directors of the Company. The members of the Company’s current board will also continue as members of the board of the Company. The Company’s current management team will enter into employment agreements with the Company for terms of up to five years but no less than three years.
In anticipation of the transaction, Worldwide has commenced the assignment of licensing and distribution rights of 39 SKUs of products owned or licensed by Worldwide. Worldwide will provide the production resources for each of the products and will extend 120 days credit on the products.
The final terms and conditions of the transaction are being negotiated and will be reflected in a definitive agreement. No assurances can be provided that a definitive agreement will be executed. Execution of a definitive agreement is subject to, among other things, the satisfactory completion by the Company of its due diligence, standard regulatory approvals and other conditions, and approval by both companies’ management and board of directors. The transaction is expected to close no sooner than June 30th and no later than July 15th, 2011.
Federico Cabo stated, ”The combination of the resources of both companies, our brands and our production resources should allow for the rapid growth of the Company. We are very excited about the transaction and the forward plan for the companies.”
J. Patrick Kenny, CEO of Drinks stated, ”It goes without saying that Federico Cabo’s history of success in the beverage industry is a tremendous addition to our Company. The products and the resources in the combined companies will provide a significant platform and will position our Company for growth and expansion. The key hurdle for Drinks has been access to production capital in today’s debt markets. This transaction provides Drinks with production and inventory resources for both our existing and newly added products and strengthens the Company exponentially.”
Worldwide currently markets products produced by Fabrica de Tequilas Finos, S.A. de C.V., the seventh largest independent tequila distillery in the world, including Kah Tequila, Agave 99 Tequila and Ed Hardy Tequila, and the beer products produced by Cervecer?a Mexicana, S. de R.L. de C.V., the third largest brewery in Mexico, including Mexicali Beer, Rio Bravo Beer, Chili Beer and Red Pig Ale. Drinks has recently launched Rheingold Beer and also markets Old Whiskey River Bourbon, Aguila Tequila, Damiana Mexican Liqueur and is an owner of Olifant Vodka. The combined brands are expected to be distributed and marketed in all 50 states with Drinks acting as either importer and distributor or primary sales agent for the combined brands.
In furtherance of the Company’s pursuit of the transaction, on May 17, 2011, the Company entered into a letter agreement (the “Agreement”) with a board member (the “Lender”). Pursuant to the Agreement, the Lender agreed to make or arrange a loan in the aggregate amount of $250,000 (the “Loan”) to the Company, with disbursements of $100,000 on May 20, 2011, $50,000 on June 15, 2011, and $100,000 on July 5, 2011. The Loan will mature on November 20, 2011 and will bear interest at 8% annually, payable monthly in arrears commencing on July 1, 2011. The Company intends to utilize these funds to accelerate its growing Rheingold business and the costs involved in the Drinks-Worldwide transaction.