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Shareholder Claim
Brick Brewing Unfairly Snubs Shareholders
WATERLOO - BRICK BREWING CO. LIMITED announced today that it has received a Statement of Claim commenced by two of its shareholders in the Ontario Superior Court of Justice (the "Claim") claiming, among other things, that the non-brokered, non-arms' length private placement that closed on October 31, 2008 (the "Offering") was prejudicial and unfairly disregarded them. The Claim also names as defendants the insiders that participated in the Offering, including two of the Corporation's directors and an associate of a director and the Corporation's President and Chief Executive Officer. The Offering has been the subject of previous press releases including one of October 31, 2008.
The Corporation is of the view that the Claim is without merit. The
Corporation will be vigorously defending the Claim.
The complaints made by the plaintiffs had been known to the Corporation
prior to the Statement of Claim being received. The Corporation takes all
issues raised by its shareholders seriously as it has in this case; however,
the Corporation is concerned that the plaintiffs in the Claim have brought a
frivolous lawsuit with the hopes of enriching themselves by obtaining a quick
settlement.
As described in press releases from the period, the Offering was
necessary and in the Corporation's best interests, since at the time of the
Offering, the Corporation faced financial hardship due to, among other things,
decisions made by previous management of the Corporation, being in breach of a
bank financial covenant, the unprecedented financial crisis facing the overall
market, a decline in beer industry sales in May and June 2008 due to cool wet
weather and a continued decline in Brick beer volume.
In the face of the Corporation's financial hardship at the time of the
Offering, the uncertain market conditions, and the Corporation's immediate
needs, members of the board of directors of the Corporation and its President
and Chief Executive Officer put up their own money and participated in the
Offering.
Prior to deciding to proceed with the Offering, the board of directors of
the Corporation carefully considered alternatives to the Offering including an
arms' length brokered private placement and a rights offering; however, it was
determined by the independent directors of the Corporation at the time to
complete the Offering instead due to issues of availability, timing and costs.
The Offering was structured and completed upon the advice of the
Corporation's external legal advisors. The Corporation has been assured that
all aspects of the Offering met all legal and regulatory requirements,
including applicable TSX rules and the requirements of Multilateral Instrument
61-101 for related party transactions. Those directors that participated in
the Offering did not participate in the approval of the Offering. The
independent members of Corporation's board of directors approved the Offering.
The Corporation has been working hard to improve its financial position.
As previously announced, it has been focused on reducing operating costs and
on growing revenue.
The Corporation has taken the following steps to enhance revenue.
- Re-packaged its Red Baron brand, which is being supported by radio
and outdoor advertising.
- Recently announced a significant in-case promotion for Laker Lager.
The Laker family of brands is also being supported by radio and
outdoor advertising.
- The Corporation has extended its Waterloo brand to include Waterloo
Wheat and has now introduced Laker Lager and Laker Light in 18-bottle
packs.
The Corporation is targeting $2 million of cost savings for fiscal 2010
and has taken the following steps towards this goal.
- Renegotiated several supplier contracts and achieved lower pricing
for these goods and services.
- Converted the Red Cap brand to industry standard bottles from stubby
bottles, which attracted sorting fees and leasing costs, and created
inefficiency in production.
- Restructured many jobs to reduce headcount and overhead costs.
Most importantly, the management team is completely new and smaller. The
focus is on cutting non-strategic costs, which were previously justified to
shareholders but provided no lasting impact on bottom line results.
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