Item 4 is hereby amended and supplemented by adding the following:
On August 28,2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Austin, Nichols and Co., Inc., a Delaware corporation and affiliate of Pernod Ricard S.A. (“Parent”), and Parent’s newlyformed subsidiary, Rook Merger Sub, Inc., a Florida corporation (“Merger Sub”), under which Parent agreed, through Merger Sub, to commence a cash tender offer (the “Offer”) to purchase all of the outstanding Common Shares, at a price of $1.27 per Common Share in cash, without interest (less any applicable withholding taxes) (the “Offer Price”). Following the successful completion of the Offer, subject to customary conditions, Merger Sub would be merged (the “Merger”) with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Common Share (other than (i) Common Shares owned by the Issuer, Parent, Merger Sub, or any of their respective direct or indirect wholly owned subsidiaries and (ii) Common Shares owned by shareholders who are entitled to and properly demand and exercise their statutory appraisal rights, if applicable, and who comply in all respects with Sections 607.1301 to 607.1333 of the Florida Business Corporation Act (the “FBCA”)) was converted automatically into and represented only the right to receive an amount in cash equal to the Offer Price, net of applicable withholding taxes and without interest.
On October 9,2019, the Issuer, Parent and Merger Sub effected the Merger under Section 607.1104 of the FBCA without a meeting of the shareholders of the Issuer, pursuant to which Merger Sub was merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Common Share, subject to certain exceptions described above, was converted automatically into and represented only the right to receive an amount in cash equal to the Offer Price, net of applicable withholding taxes and without interest.
Pursuant to the terms of the Merger Agreement, the Reporting Person tendered all 12,895,017 Common Shares beneficially owned by the Reporting Person. The Reporting Person’s Common Shares beneficially owned and tendered included Common Shares received from the Issuer during the fiscal year ended March 31,2018, as a result of the Reporting Person’s election to convert all of the outstanding principal and interest on its Convertible Note into Common Shares. As previously disclosed, pursuant to the terms of the Note Purchase Agreement, the principal balance on the Convertible Note and accrued but unpaid interest thereon was convertible in whole or in part from time to time at the option of the holder into Common Shares at a conversion price of $0.90 per share.
As a consequence of the completion of the Merger, the Common Shares are no longer listed on the NYSE American and will be deregistered under the Securities Exchange Act of 1934, as amended.
CUSIP No. 148435100 13D/A Page 3 of 4 Pages
References to, and the description of, the Merger Agreement as set forth herein are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8K filed by the Issuer on August 29,2019 and which is incorporated herein by reference.