SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 13, 2007 (November 13, 2007)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
(State or Other (Commission file number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On November 13, 2007, Redhook Ale Brewery, Incorporated ("Redhook") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Widmer Brothers
Brewing Company, an Oregon corporation ("Widmer"), pursuant to which Widmer will
merge with and into Redhook, and each outstanding share of capital stock of
Widmer (other than any dissenting shares entitled to statutory appraisal rights
under Oregon law) will be converted into the right to receive 2.1551 shares of
Redhook common stock. The merger will result in Widmer shareholders and existing
Redhook shareholders each holding approximately 50% of the outstanding shares of
the combined company (assuming that no Widmer shareholder exercises statutory
appraisal rights). In connection with the merger, Redhook will change its name
to "Craft Brewers Alliance, Inc."
Redhook and Widmer have made customary representations, warranties and covenants
in the Merger Agreement, including, among others, a covenant by Redhook to cause
a meeting of Redhook shareholders to be held to approve issuance of the shares
of common stock issuable in the merger. Redhook has also agreed to use
commercially reasonable efforts to cause the following individuals to be
appointed to the following indicated positions immediately after consummation of
the merger: Kurt Widmer, Chairman of the Board; Paul Shipman, Chairman Emeritus
and Consultant to the Board; David Mickelson, current President and Chief
Operating Officer of Redhook, as Co-Chief Executive Officer; and Terry
Michaelson, current President of Craft Brands Alliance LLC, as Co-Chief
Executive Officer. Redhook has also agreed to appoint certain other officers of
Widmer as officers of Redhook following consummation of the merger.
The merger is subject to customary conditions to closing, including (i)
regulatory approval from the Alcohol and Tobacco Tax and Trade Bureau and state
licensing agencies, (ii) approval of Anheuser-Busch, Incorporated, (iii)
approval by the requisite vote of Redhook shareholders of the issuance of the
shares of common stock issuable in the merger, (iv) approval of the merger by
the requisite vote of Widmer shareholders, (v) accuracy of the representations
and warranties made by the parties under the Merger Agreement, (vi) compliance
by the parties with their covenants, and (vii) the absence of any material
adverse change to either Redhook or Widmer.
The foregoing brief summary of the material terms and conditions of the merger
and the Merger Agreement is qualified in its entirety by reference to the
complete text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and
is incorporated herein by reference.
A copy of the joint press release issued by Redhook and Widmer announcing the
merger is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Additional Information About the Merger and Where to Find It
Redhook Ale Brewery, Incorporated intends to file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 that will
include a joint proxy statement/prospectus and other documents regarding the
proposed transaction. Investors and security holders are urged to read the
registration statement on Form S-4 and the related joint proxy
statement/prospectus (including any amendments or supplements to those
documents) and any other relevant materials when they become available, because
they will contain important information about Redhook, Widmer and the proposed
transaction. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the SEC at
the SEC's web site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by Redhook by
directing a request by email to Investor.Relations@Redhook.com or by mail to
Redhook Ale Brewery, Incorporated, 14300 NE 145th Street, Suite 210,
Woodinville, WA 98072, Attn.: Investor Relations. In addition, investors and
security holders may access copies of documents filed by Redhook with the SEC in
the Investor Relations area of Redhook's website at www.redhook.com.
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Participants in the Solicitation
Redhook and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of Redhook in
connection with the proposed transaction. Information concerning the interests
of these executive officers and directors in the transaction, including their
beneficial ownership of Redhook common stock, will be included in the joint
proxy statement/prospectus referred to above. Additional information regarding
the executive officers and directors of Redhook is included in Redhook's proxy
statement for its 2007 Annual Meeting of Shareholders, which was filed with the
SEC on April 20, 2007, and in its annual report on Form 10-K for the year ended
December 31, 2006, which was filed with the SEC on March 23, 2007. These
documents are available free of charge at the SEC's website (www.sec.gov) and
from Investor Relations of Redhook at the email and mailing addresses shown
above.
Forward-Looking Statements
The foregoing information regarding the proposed merger includes forward looking
statements that are subject to risks and uncertainties, including but not
limited to the possibility that the proposed merger may not ultimately close for
a number of reasons, such as either company not obtaining the requisite
shareholder approval or the inability to obtain the approval of Anheuser-Busch
Incorporated; that prior to closing of the merger, the businesses of Redhook and
Widmer, including the retention of key employees, may suffer due to uncertainty;
that, in the event the merger is completed, the combined company may not have
greater opportunities and advantages; that the combination of Redhook and Widmer
may not result in a company better positioned to compete on a national basis;
that the operational, financial and management controls, reporting systems and
procedures of the combined companies may be inadequate; and that the parties may
be unable to successfully execute their integration strategies or realize the
expected benefits of the merger. Other factors that could create or contribute
to other risks and uncertainties are more fully described in Redhook's filings
with the SEC, including, but not limited to, Redhook's annual report on Form
10-K for the year ended December 31, 2006. The forward-looking statements in
this report speak only as of the date hereof, and Redhook expressly disclaims
any intent or obligation to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger between Redhook Ale Brewery, Incorporated and
Widmer Brothers Brewing Company dated November 13, 2007.
99.1 Press release dated November 13, 2007 announcing the signing of the Merger
Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REDHOOK ALE BREWERY, INCORPORATED
Dated: November 13, 2007 BY: /s/ David J. Mickelson
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David J. Mickelson
President and Chief Operating
Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
2.1 Agreement and Plan of Merger between Redhook Ale Brewery,
Incorporated and Widmer Brothers Brewing Company dated November 13,
2007.
99.1 Press release dated November 13, 2007 announcing the signing of the
Merger Agreement.
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