Vincor To Acquire Phillips

Vincor International Inc. entered into an agreement and plan of merger with R. H. Phillips, Inc. pursuant to which on September 7, 2000 Vincor made a cash offer for all of the outstanding common shares of R.H. Phillips at a price of US$7.00 per share. The transaction has a total value, including R.H. Phillips debt to be assumed by Vincor, of approximately US$92 million.

The transaction was unanimously approved by the directors of R.H. Phillips. Certain shareholders and directors of R.H. Phillips owning approximately 33 per cent of R.H. Phillips’ outstanding common shares agreed to tender their shares in the tender offer.

Vincor is Canada’s leading producer and marketer of wines and related products with leading brands in all segments of the market. R.H. Phillips is a NASDAQ listed company which produces and sells premium varietal table wines.

Acting for Vincor in Canada were David Matlow (securities) and Mark Surchin, Tom Macdonald, Joel Monson, David Bish, Heather Wilson and Ildiko Mehes (banking) of Goodman Phillips & Vineberg, in Toronto. United States counsel to Vincor were: 1) Brown, Todd & Heyburn PLLC of Louisville, Kentucky including Jay Tannon, Alan MacDonald, James Mostofi, John Egan and Jeff Jefferson and 2) William Manierre of Sheppard Mullin Richter & Hampton LLP of San Francisco, California.

Acting for Phillips were Frank Farella and James Grand of Farella Braun & Martel LLP, of San Francisco, California.

The Bank of Nova Scotia financed the transaction. John Torrey, Jill Fraser, Norman Kahn and Nicholas Santini of Aird & Berlis acted for the Bank. US Counsel for the Bank were Sonnenschein Nath & Rosenthal, represented by Victoria Gilbert.