USA: Constellation Brands, Vincor International reach plan of arrangement agreement; Vincor shareholders to receive C$36.50 cash per share

Constellation Brands, Inc. the leading international producer and marketer of beverage alcohol brands and Vincor International announced on April 3 that the two companies yesterday entered into an arrangement agreement under which Constellation will acquire Vincor, which is unanimously supported by both companies' Boards. The acquisition is to be completed by way of a statutory plan of arrangement in Canada under which Constellation will acquire all of the issued and outstanding common shares of Vincor at a cash price of C$36.50.

The transaction price represents a premium of 55.5 percent to Vincor's closing share price on Sept. 27, 2005, prior to Constellation's initial approach, and a premium of 15.9 percent to Vincor's closing share price on March 31, 2006.

"Discussions and diligence led the Constellation and Vincor management teams and boards of directors to the conclusion that this is a mutually beneficial transaction because it is a natural fit for both companies," stated Richard Sands, Constellation Brands chairman and chief executive officer. "Through this combination, Canada will become a core market for Constellation, while adding new and existing brands to our already formidable portfolio in other key markets. Our cultures, values and decentralized structures are similar, and we are confident that this is in the best interest of both companies' brands, shareholders, customers and employees. The combination of Vincor with Constellation will result in a world class, all-star team of people, vineyards, wineries and an unequalled international wine portfolio, in addition to long-term value creation."

"We are pleased that Constellation has offered a value that fully recognizes our strong brands, exceptional workforce and significant international growth opportunities," said Donald Triggs, president and chief executive officer, Vincor International Inc. "Through the dedication and hard work of all of our employees we have built one of the world's leading wine companies. This transaction marks the next chapter in the evolution of Vincor, providing strengthened international distribution for our leading brands and new opportunities for our employees. I would like to thank all of our shareholders and many supporters who have contributed to the creation of a truly great company and Canadian success story."

The transaction is valued at approximately C$1.52 (U.S. $1.31) billion, which includes approximately C$1.27 (U.S. $1.09) billion of equity, based on Vincor's approximately 34.8 million shares outstanding on a fully diluted basis, and the assumption of approximately C$250 (U.S. $220) million of Vincor's net debt as of Dec. 31, 2005. The transaction will be modestly accretive to Constellation's fiscal 2007 comparable earnings per share. Constellation has received a commitment for an all-debt financing that would be sufficient to complete the transaction.

An information circular relating to the transaction is expected to be sent to Vincor shareholders in the latter half of April, with the shareholder vote scheduled for June 1, and closing of the transaction scheduled for the first week in June 2006, subject to customary regulatory approvals and other closing conditions.

Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands with a broad portfolio across the wine, spirits and imported beer categories. Well-known brands in Constellation's portfolio include: Almaden, Arbor Mist, Vendange, Woodbridge by Robert Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi Private Selection, Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate, Simi, Robert Mondavi Winery brands, Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl, Tsingtao. For additional information about Constellation Brands, as well as its product portfolio, visit the company's Web site at http://www.cbrands.com.

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