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Boston Beer and Dogfish Head Agree to Merge

BOSTON, Massachusetts – The Boston Beer Company and Dogfish Head Brewery right now introduced that the companies have signed a definitive merger agreement, bringing together two pioneering unbiased Craft breweries and two illustrious founders and brewers, Jim Koch and Sam Calagione.

Together, Boston Beer and Dogfish Head will create a strong American-owned platform for craft beer and beyond. The new entity will possess more than half a century of Craft brewing experience, a balanced portfolio of main beer and “beyond beer” brands at high finish worth points, and business leadership in innovation and high quality. Following the transaction, the mixed firm could have a leading position in the excessive end of the U.S. beer market, bringing together Boston Beer’s craft beer portfolio and top-ranked sales workforce[i] with Dogfish Head’s award-winning portfolio of IPA and session sour manufacturers.

The combined company will keep its status as an unbiased Craft brewery, as outlined by the Brewers Affiliation. It is going to be higher positioned to compete towards the worldwide beer conglomerates inside the craft beer class which are 50- and 100-times its measurement, as well as other craft brewers, while nonetheless representing less than 2% of beer bought in the USA.

Most significantly, this mix brings together two of the main founder-brewers in the USA, Jim Koch of Boston Beer and Sam Calagione of Dogfish Head, each of whom will continue to lead brewing innovation for the newly-combined company. Sam and Mariah Calagione, Dogfish Head’s two co-founders, have elected to take substantially all of their merger consideration within the form of SAM inventory and will collectively develop into the most important non-institutional shareholders after Jim Koch following the shut of the transaction. Sam Calagione will be a part of Boston Beer’s board of directors and Dogfish Head’s band of off-centered co-workers will be a part of the Boston Beer group and proceed to be heavily concerned in beer and “beyond-beer” tasks, as the companies increase opportunities for future innovation.

“We believe we are creating the most dynamic and diverse American-owned platform for craft beer and beyond,” stated Jim Koch, founder and Chairman of The Boston Beer Company. “Dogfish Head has a proud history as a craft beer pioneer with a brand that is beloved by American consumers and highly respected by the industry. Sam and I have stood shoulder to shoulder in some of the defining efforts in Craft brewing including the creation of the Brewers Association, the craft beer definition, the craft brewer seal and the creation of the SAVOR food and beer event. This combination is the right fit as both Boston Beer and Dogfish Head have a passion for brewing and innovation, we share the same values and we will learn a lot from each other as we continue to invest in the high-end beer category. I am very happy that Sam will join the Board of Directors at Boston Beer. He is a tremendous friend, innovator and brewer, and I could not be more excited to work together with him for many years to come.”

“Not only are Dogfish Head and Boston Beer two original American breweries, but Jim Koch and I worked hard with other leading craft brewery founders and the Brewers Association to develop and champion what defines independent American brewers,” stated Sam Calagione, founder and brewer of Dogfish Head. “This merger better positions Dogfish Head and our co-workers to continue growing within this definition for many years to come. In fact, Mariah and I believe so much in the future of our merged companies that we are all in, and personally we’re reinvesting nearly all of the proceeds back into the combined entity. We’re also proud to announce that we intend to devote a percentage of the Boston Beer stock that we receive to establishing a foundation and funding various local charitable programs.”

The combined firm shall be led by Boston Beer CEO, Dave Burwick. “This is a formidable combination of brands, incredible brewing talent, and leaders who remain 100 percent focused and committed to the long-term health of our breweries and growing the beer industry. United, we will have the highest quality, most distinct, high-end portfolio, from both a price-point and product perspective with the top-ranked sales organization to bring it to market. We expect that we’ll see more consolidation in the Craft industry over time, and we’ll be in the best position to take advantage of those changes.”

Boston Beer is acknowledged for serving to launch the craft beer business after opening its doors and brewing the primary batch of Samuel Adams Boston Lager in 1984. From the launch of craft brewing to 2019 Sam Adams continues to be probably the most award-winning craft brewer on the planet. As well as to its iconic Sam Adams beer, the corporate now provides nationally different leading manufacturers comparable to Indignant Orchard onerous cider, Really Onerous Seltzer and Twisted Tea. Founded 23 years in the past, Delaware-based Dogfish Head’s household of beers consists of the continually-hopped 60, 90, and 120 Minute IPAs, and strong sour beer program led by SeaQuench Ale. Dogfish Head is acknowledged as an early chief in bringing culinary improvements to the U.S. craft beer scene, and Sam Calagione was named ‘Outstanding Wine, Spirits, or Beer Professional’ by the distinguished James Beard Basis. Following the opening of their brewery and tasting room, Dogfish Head also established one of many first Craft distilleries in America, Dogfish Head Brewings & Eats brew pub, Chesapeake & Maine restaurant, and the Dogfish Head Inn. The newly mixed company will keep a big presence in Delaware.

Phrases of the Transaction and Influence on the Boston Beer Firm’s 2019 Financial Outlook
The transaction is predicted to close late within the second quarter of 2019, subject to customary closing circumstances. Sam Calagione and his household will obtain approximately 406,000 shares of Boston Beer inventory based mostly on a share worth of $314.60. Dogfish Head shareholders may also receive $173 million in money, most all of which is for the good thing about Dogfish Head’s financial buyers, except for sure transaction-related expenses.

Boston Beer expects that its current cash available and obtainable line of credit score will probably be more than adequate to fund the money element of the transaction. It’s expected that Sam Calagione will be a part of Boston Beer’s Board of Administrators beginning in 2020. A replica of the definitive transaction agreements shall be filed with the Securities and Change Fee (SEC).

Dogfish Head is on pace to promote almost 300 thousand barrels for the complete yr 2019, which would symbolize high single digit progress versus the prior full yr. Internet sales for the complete yr 2019 are anticipated to be between $110 and $120 million. Dogfish Head employs approximately 400 staff, produces most of its beer at its brewery in Milton, DE, and sells its beer in more than 40 states. Boston Beer plans to consolidate Dogfish Head outcomes into Boston Beer’s monetary results starting late in the second quarter of 2019 and Boston Beer at present estimates that the transaction shall be neutral to barely accretive in 2019 and won’t have a cloth impression on full-year 2019 earnings per diluted share.

Concerning the Boston Beer Firm
The Boston Beer Company, Inc. (NYSE: SAM) started in 1984 when Founder and Brewer Jim Koch used a generations-old family recipe to brew beer in his kitchen. Impressed and unafraid to problem typical fascinated with beer, Jim brought the recipe to life with hopes drinkers would respect the complicated, full-flavor and began sampling the beer in Boston. He named the flagship brew Samuel Adams Boston Lager in recognition of considered one of our nation’s founding fathers, a revolutionary man of unbiased and pioneering spirit. As we speak, Samuel Adams is the world’s most award-winning Craft brewery and remains targeted on crafting the very best quality beers by way of innovation and experimentation in the relentless pursuit of better. Our portfolio of brands also consists of Indignant Orchard Exhausting Cider, Twisted Tea, Really Arduous Seltzer, Marathon Brewing Company, Wild Leaf Onerous Tea and Tura Alcoholic Kombucha in addition to several different craft beer manufacturers brewed by A&S Brewing, our craft beer incubator. For extra info, please go to our investor relations web site at www.bostonbeer.com, which includes hyperlinks to all of our respective model websites.

About Dogfish Head Brewery
Dogfish Head has proudly been targeted on brewing beers with culinary elements outdoors the Reinheitsgebot because the day it opened as the smallest American craft brewery 23 years in the past. Dogfish Head has grown into a top-20 craft brewery and has gained numerous awards all through the years including Wine Fanatic’s 2015 Brewery of the Yr and the James Beard Foundation Award for 2017 Excellent Wine, Spirits, or Beer Skilled. It is a 400 coworker company based mostly in Delaware with Dogfish Head Brewings & Eats, an off-centered brewpub and distillery, Chesapeake & Maine, a geographically enamored seafood restaurant, Dogfish Inn, a beer-themed inn on the harbor and Dogfish Head Craft Brewery, a production brewery and distillery that includes, The Tasting Room & Kitchen. Dogfish Head helps the Unbiased Craft Brewing Seal, the definitive icon for American craft breweries to determine themselves to be independently-owned and carries the torch of transparency, brewing innovation and the freedom of selection originally cast by brewing group pioneers. Dogfish Head presently sells beer in over 40 states and Washington D.C. For extra info, visit www.dogfish.com.