Constellation Selling its Value Spirits Brands for $334 Million

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Mon Jan 12, 2009 9:01am EST

- Increases focus on higher-margin mid-premium spirits brands

- Leverages existing infrastructure to improve efficiencies

- Will reduce borrowings using net cash proceeds

- Updates fiscal 2009 reported basis diluted EPS guidance

FAIRPORT, N.Y., Jan. 12 /PRNewswire-FirstCall/ -- Constellation Brands, Inc.
(NYSE: STZ, ASX: CBR), the world's largest wine company and a leading
international producer and marketer of beverage alcohol, today announced it
has entered into an agreement to sell its value spirits business to New
Orleans-based Sazerac Company, Inc. for $334 million, subject to closing
adjustments.  The transaction is subject to routine and customary regulatory
review, and is expected to close by the end of February 2009.

The entire net after-tax proceeds of approximately $210 million will be used
to reduce Constellation's borrowings.  The sale price includes $274 million in
cash and $60 million in medium-term financing by Constellation at market
interest rates.

"This transaction is consistent with our strategic focus on premium,
higher-growth and higher-margin brands in our portfolio, and allows us to
continue the process of reducing debt, generating free cash flow, creating
efficiencies and increasing ROIC," stated Rob Sands, Constellation Brands
president and chief executive officer.  "With the proceeds from asset sales,
along with our targeted free cash flow for fiscal 2009, we now expect our debt
to comparable basis EBITDA ratio to be approximately four times by the end of
the current fiscal year, which underscores the effectiveness of our focus on
cash flow generation."

Spirits brands the company is retaining include SVEDKA Vodka, Black Velvet
Canadian Whisky and Paul Masson Grande Amber Brandy.  SVEDKA Vodka is the
fourth largest imported vodka brand in the U.S. and one of the fastest growing
major spirits brands in the world.   Black Velvet Canadian Whisky and Paul
Masson Grande Amber Brandy are mid-premium spirits that are each number two by
volume in their respective categories.

"Totaling almost five million cases, the three principal spirits brands we are
retaining have scale in the marketplace, good margins, are at mid-premium
price points and continue to grow ahead of their respective categories," said
Sands.  "These are exactly the type of scale brands that fit well within
Constellation's portfolio strategy, which is focused on well-known, trusted
premium brands that represent good value to consumers."

As a result of this transaction, Constellation is divesting more than 40
brands including Barton, Skol, Mr. Boston, Fleischmann's, the 99 schnapps
line, the di Amore line, Chi-Chi's pre-mixed cocktail line, Montezuma Tequila,
in addition to numerous other brands representing over 600 SKUs.  The total
volume for brands being sold was more than 10 million cases for fiscal year
2008, with net sales for the divested brands totaling approximately $200
million.  Distillery and bottling facilities included in the sale are located
at Bardstown and Owensboro, Ky., as well as a leased bottling facility at
Carson, Calif.  Constellation will retain its distillery and production
facility at Lethbridge, Alberta, Canada.  For complete listings of brands
being sold and retained, please visit www.cbrands.com.

"To achieve synergies and operating efficiencies we will consolidate the
retained premium spirits business into our North American wine operations,"
explained Sands.  "A consolidation plan is expected to be finalized by the
close of the transaction.  This is a good example of how we are creating
efficiencies in our business by leveraging our existing infrastructure to
propel growth and enhance ROIC."

The transaction is expected to result in a pre-tax reported loss of
approximately $11 million or an after-tax loss of approximately $0.20 diluted
earnings per share on a reported basis, and will be excluded from the
company's comparable basis diluted earnings per share.  The loss on the
disposal is primarily driven by the write-off of non-deductible goodwill
unrelated to the brands being sold as required by generally accepted
accounting principles in the U.S.  Due to the anticipated impact on reported
results, and assuming the completion of this transaction, the company is
adjusting its fiscal 2009 reported diluted EPS guidance to $0.45 - $0.49, from
its previous reported diluted EPS guidance of $0.65 - $0.69.

The impact of this transaction is expected to be neutral to ongoing reported
basis and comparable basis diluted earnings per share for fiscal 2009 and
fiscal 2010.  As a result, the company's fiscal 2009 comparable basis diluted
EPS guidance remains $1.68 - $1.72.  The gross proceeds from this transaction
do not impact free cash flow as defined by the company.  Free cash flow
guidance for fiscal 2009 remains unchanged at $360 - $390 million.

"The brands being sold will be in good hands and complement Sazerac's existing
portfolio," said Sands.  "Sazerac has a track record for growing brands they
own, which makes this a mutually beneficial transaction."

While many employees associated with the brands being sold will transfer to
the new owner, some will be impacted by this change and the company is taking
appropriate actions to support those who are displaced.

Explanations
Reported basis ("reported") diluted earnings per share are as reported under
generally accepted accounting principles.  Diluted earnings per share on a
comparable basis ("comparable"), exclude acquisition-related integration
costs, restructuring charges and unusual items.

The company discusses additional non-GAAP measures in this news release,
including free cash flow.

Tables reconciling non-GAAP measures, together with definitions of these
measures and the reasons management uses these measures, are included in this
news release.

About Constellation Brands
Constellation Brands, Inc. is a leading international producer and marketer of
beverage alcohol in the wine, spirits and imported beer categories, with
significant market presence in the U.S., Canada, U.K., Australia and New
Zealand.  Based in Fairport, N.Y., the company has more than 250 brands in its
portfolio, sales in approximately 150 countries and operates more than 50
wineries, distilleries and distribution facilities.  It is the largest wine
producer in the world; the largest premium wine company in the U.S.; the
largest wine company in the U.K., Australia and Canada; the second largest
wine company in New Zealand; and the largest beer importer and marketer in the
U.S. through its Crown Imports joint venture with Mexico's Grupo Modelo. 
Constellation Brands is an S&P 500 Index and Fortune 500(R) company.  Major
brands in the company's portfolio include Corona Extra, Black Velvet Canadian
Whisky, SVEDKA Vodka, Robert Mondavi wines, Clos du Bois, Ravenswood,
Blackstone, Hardys, Banrock Station, Nobilo, Kim Crawford, Inniskillin,
Jackson-Triggs and Arbor Mist.  To learn more about Constellation Brands and
its product portfolio visit the company's Web site at www.cbrands.com.

Forward-Looking Statements
The statements and estimates in this news release update the statements and
estimates set forth in the company's news release dated Jan. 7, 2009.

The statements set forth in this news release which are not historical facts
regarding Constellation's business strategy, future operations, financial
position, estimated revenues, projected costs, prospects, plans and objectives
of management, or information concerning expected actions of third parties,
are forward-looking statements (collectively, the "Projections") that involve
risks and uncertainties that could cause actual results to differ materially
from those set forth in or implied by the Projections.

During the current quarter, Constellation may reiterate the Projections. 
Prior to the start of the company's quiet period, which will begin at the
close of business on Feb. 20, 2009, the public can continue to rely on the
Projections as still being Constellation's current expectations on the matters
covered, unless Constellation publishes a notice stating otherwise.  During
Constellation's "quiet period" the Projections should not be considered to
constitute the company's expectations and should be considered historical,
speaking as of prior to the quiet period only and not subject to update by the
company.

The Projections are based on management's current expectations and, unless
otherwise noted, do not take into account the impact of any future
acquisition, merger or any other business combination, divestiture,
restructuring or other strategic business realignments, or financing that may
be completed after the date of this release. The Projections should not be
construed in any manner as a guarantee that such results will in fact occur. 
Furthermore, there can be no assurance that any transaction to sell the value
spirits business will occur, or will occur on the timetable contemplated
hereby.

In addition to the risks and uncertainties of ordinary business operations,
the Projections of the company contained in this news release are subject to a
number of risks and uncertainties, including:
    --  successful integration of acquired businesses;
    --  successful divestiture of the value spirits business and receipt of
all
        consideration;
    --  realization of expected synergies and completion of various portfolio
        actions;
    --  achievement of all expected cost savings from the company's various
        restructuring plans and realization of expected asset sale proceeds
from
        the sale of inventory and other assets;
    --  accuracy of the bases for forecasts relating to joint ventures and
        associated costs and capital investment requirements;
    --  final management determinations and independent appraisals may vary
        materially from current management estimates of the fair value of
assets
        acquired and liabilities assumed in the company's acquisitions and
        from estimates of goodwill and intangible asset impairment charges;
    --  restructuring charges, acquisition-related integration costs, other
        one-time costs and purchase accounting adjustments associated with
        integration and restructuring plans may vary materially from
        management's current estimates due to variations in one or more of
        anticipated headcount reductions, contract terminations, costs or
timing
        of plan implementation;
    --  raw material supply, production or shipment difficulties could
adversely
        affect the company's ability to supply its customers;
    --  increased competitive activities in the form of pricing, advertising
and
        promotions could adversely impact consumer demand for the company's
        products and/or result in lower than expected sales or higher than
        expected expenses;
    --  general economic, geo-political and regulatory conditions, prolonged
        downturn in the economic markets in the U.S. and in the company's
        major markets outside of the U.S., continuing instability in world
        financial markets, or unanticipated environmental liabilities and
costs;
    --  changes to accounting rules and tax laws, and other factors which
could
        impact the company's reported financial position or effective tax
        rate;
    --  changes in interest rates and the inherent unpredictability of
currency
        fluctuations, commodity prices and raw material costs; and
    --  other factors and uncertainties disclosed in the company's filings
        with the Securities and Exchange Commission, including its Annual
Report
        on Form 10-K for the fiscal year ended Feb. 29, 2008, and its
Quarterly
        Report on Form 10-Q for the fiscal quarter ended Nov. 30, 2008, which
        could cause actual future performance to differ from current
        expectations.




Constellation Brands, Inc. and Subsidiaries                   
GUIDANCE - DILUTED EARNINGS PER SHARE AND FREE CASH FLOW      
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES        
(in millions, except per share data)

The company reports its financial results in accordance with generally
accepted accounting principles in the U.S. ("GAAP").  However, non-GAAP
financial measures, as defined in the reconciliations below, are provided
because management uses this information in evaluating the results of the
continuing operations of the company and/or internal goal setting.  In
addition, the company believes this information provides investors better
insight on underlying business trends and results in order to evaluate year
over year financial performance.  See the tables below for supplemental
financial data and corresponding reconciliations of these non-GAAP financial
measures to GAAP financial measures for the year ending February 28, 2009. 
Non-GAAP financial measures should be viewed in addition to, and not as an
alternative for, the company's reported results prepared in accordance with
GAAP.  Please refer to the company's Web site at
http://www.cbrands.com/CBI/investors.htm for more detailed description and
further discussion of the historical non-GAAP financial measures.

The below guidance is based on information previously provided taking into
account the developments described in this news release.  In addition, the
change in the company's fiscal 2009 reported basis diluted earnings per share
guidance includes and, is limited to, a change in the company's previously
reported effective tax rate on a reported basis from 60 percent to 73 percent,
primarily due to the write-off of nondeductible goodwill in connection with
the disposal of the value spirits brands.    The forecasted effective tax rate
on a reported basis of 73 percent includes a provision of approximately 14
percentage points in connection with the gain on settlement of certain foreign
currency economic hedges, a provision of approximately 13 percentage points on
the disposal of the value spirits brands, and approximately 9 percentage
points in connection with the company's inability to recognize tax benefits on
net operating losses resulting primarily from the Australian initiative.  The
company's previously reported effective tax rate on a comparable basis of
approximately 37 percent has not changed as a result of the items discussed
above.




                                                    Range for the
                                                     Year Ending
    Fiscal Year 2009                                 February 28,
    Diluted Earnings Per Share Guidance                  2009
                                                    -------------

    Forecasted diluted earnings per share -
     reported basis (GAAP)                          $0.45   $0.49
      Inventory step-up                              0.06    0.06
      Strategic business realignment(1)              0.97    0.97
      Other(2)                                       0.20    0.20
                                                     ----    ----
    Forecasted diluted earnings per share -
     comparable basis (Non-GAAP)(3)                 $1.68   $1.72
                                                    =====   =====

    (1) Includes $0.53, $0.20, $0.08, $0.06, $0.06, $0.02 and $0.01 diluted
    earnings per share for the year ending February 28, 2009, associated with
    the Australian initiative, the loss in connection with the disposal of the
    value spirits brands, the loss in connection with the disposal of the
    Pacific Northwest wine brands, the Fiscal 2008 Plan, the Fiscal 2007 Wine
    Plan, the loss in connection with the sale of a nonstrategic Canadian
    distilling facility, and other previously announced restructuring plans,
    respectively.(3)

    (2) Includes $0.18 and $0.02 diluted earnings per share for the year
    ending February 28, 2009, associated with the recognition of income tax
    expense in connection with the gain on settlement of certain foreign
    currency economic hedges and the Australian initiative for impairment of
    an equity method investment, respectively.(3)

    (3) May not sum due to rounding as each item is computed independently.


Free cash flow, as defined in the reconciliation below, is considered a
liquidity measure and is considered to provide useful information to investors
about the amount of cash generated, which can then be used, after required
debt service and dividend payments, for other general corporate purposes.  A
limitation of free cash flow is that it does not represent the total increase
or decrease in the cash balance for the period.  Free cash flow should be
considered in addition to, not as a substitute for, or superior to, cash flow
from operating activities prepared in accordance with GAAP.




                                                    Range for the
                                                     Year Ending
    Fiscal Year 2009                                 February 28,
    Free Cash Flow Guidance                              2009
                                                    -------------

    Net cash provided by operating activities
     (GAAP)                                        $510.0  $560.0
      Purchases of property, plant and equipment   (150.0) (170.0)
                                                   ------  ------
    Free cash flow (Non-GAAP)                      $360.0  $390.0
                                                   ======  ======




SOURCE  Constellation Brands, Inc.

Media, Mike Martin, +1-585-218-3669, or Angie Blackwell, +1-585-218-3842, or
Investor Relations, Patty Yahn-Urlaub, +1-585-218-3838, or Bob Czudak,
+1-585-218-3668, all of Constellation Brands, Inc.
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