Evans Brewing Company Announces S-4 Registration and Proposed Asset Purchase Transaction and Share Exchange
IRVINE, CA - (NewMediaWire) - August 11, 2015 - Evans Brewing Company, formed to develop and distribute premium beers including both craft and non-craft brands, today announced that an S-4 Registration Statement, which includes an asset purchase and share exchange proposal, filed with the Securities and Exchange Commission went effective on August 10, 2015 at 9:00 am PDT.
The asset purchase and share exchange proposal included in the S-4 sets forth a process under which Evans Brewing Company (EBC) will purchase the assets of Bayhawk Ales, Inc. (Bayhawk), which operates one of the oldest microbreweries in southern California, and in connection with the purchase of such assets, EBC will offer to issue shares of EBC's common stock in exchange for the outstanding shares of Bayhawk common stock.
EBC and Bayhawk entered into an asset purchase and share exchange agreement on October 15, 2014, subsequently amended and restated on August 10, 2015, conditioned on receiving approval of a majority of the independent shareholders of Bayhawk. Subject to shareholder approvals and certain other customary closing conditions, EBC and Bayhawk will combine their businesses through the acquisition by EBC of the assets of Bayhawk. Additionally, if the Bayhawk stockholders approve the asset purchase transaction, EBC will offer to exchange one share of EBC common stock for each one share of Bayhawk common stock, in a share exchange transaction. As a result of the asset purchase, Bayhawk would have no ongoing business operations and would cease operations.
The purpose of the share exchange is to provide all Bayhawk shareholders with an opportunity to have liquidity in their investment, through the ownership of EBC common stock. EBC management plans to enter into an agreement and develop a relationship with a market maker to submit an application to FINRA for listing EBC's common stock with the OTC Markets.
Additional details contained in the proposal are included in the complete S-4 registration statement, which can be viewed at: http://www.sec.gov/Archives/edgar/data/1580490/000121390015005129/fs42015a4_evansbrewing.htm
The Bayhawk Board of Directors has recommended that Bayhawk shareholders vote "FOR" the entry by Bayhawk into the asset purchase transaction, and that if the asset purchase transaction is approved, that they tender their shares in connection with the share exchange.
"Moving forward with the vote on the proposed asset purchase and share exchange is an important milestone for EBC and for Bayhawk shareholders, most of whom have been waiting almost two decades to see some return on their investment," said Mike Rapport, Chairman of Evans Brewing Company. "We look forward to the results of the vote, so we can implement the next steps in Evans Brewing Company's strategy to grow the company and build value for shareholders."
Shareholders who have questions regarding the asset purchase and share exchange proposal, can contact the company at 714-443-0099.
About the Company
Founded by the father-son team of Mike and Evan Rapport, Evans Brewing Company has created a superior line of beers that has been honored with 16 international and domestic awards, including 2015 Gold Medals for Honey Blonde and Brown Ales. Based in Orange County California, the Evans Brewery in the city of Irvine supplies restaurants, retailers and beer drinkers across several states. Future plans for Evans Brewing Company include a branded restaurant/taproom, wider product distribution in the U.S., and an expansion of the beer brands currently under management. For more information, please follow the company on Twitter @EvansBrewCo or email us at firstname.lastname@example.org.