Duckhorn Portfolio to be acquired by Butterfly for $11.10 per share in cash

Duckhorn Portfolio and Butterfly Equity announced that they have entered into a definitive agreement pursuant to which Duckhorn will be acquired by private equity funds managed by Butterfly in an all-cash transaction that values the company at approximately $1.95B. Under the terms of the agreement, Duckhorn stockholders will receive $11.10 per share in cash, representing a premium of approximately 65.3% to the volume weighted average share price of Duckhorn’s common stock over the 90-day trading period ending on October 4. Following the completion of the transaction, Duckhorn will become a privately held company. The transaction, which was unanimously approved by the Duckhorn board of directors, is expected to close this winter, subject to customary closing conditions, including approval by Duckhorn stockholders and the receipt of required regulatory approvals. The completion of the transaction is not subject to a financing condition. The agreement includes a customary 45-day “go-shop” period expiring at 11:59 p.m. on November 20. During this period, Duckhorn and its advisors will be permitted to solicit, consider and negotiate alternative acquisition proposals from third parties. The Duckhorn board of directors will have the right to terminate the agreement and enter into a superior proposal, subject to the terms and conditions of the agreement. There can be no assurance that this “go-shop” process will or will not result in a superior proposal, and Duckhorn does not intend to disclose related developments unless and until it determines that such disclosure is appropriate or otherwise required. Stockholders currently representing a majority of the current outstanding voting power of the Duckhorn common stock have entered into voting agreements pursuant to which they have agreed, among other things, to vote certain of their shares of company stock in favor of the transaction, subject to certain conditions. The voting support under the voting agreement ceases automatically if the merger agreement is terminated or if the Duckhorn board of directors makes an adverse recommendation change. Upon completion of the transaction, Duckhorn’s common stock will cease to trade and no longer be listed on the New York Stock Exchange.