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Exhibit (a)(5)(iii)
VINCOR INTERNATIONAL INC.
COMMENCES ITS TENDER OFFER FOR
R.H. PHILLIPS, INC.
Mississauga, Ontario and Esparto, California, September 7, 2000 - Vincor
International Inc. (VN-TO) and R.H. Phillips, Inc. (RHPS-NASDAQ) jointly
announced that Vincor has commenced its cash tender offer for the outstanding
common shares of R.H. Phillips. The Vincor offer, at a price of US$7.00 for each
R.H. Phillips share, was previously announced by Vincor and R.H. Phillips on
August 28, 2000. The offer is open for twenty business days and will expire at
midnight, New York City time, on October 4, 2000 unless extended.
The Board of Directors of R.H. Phillips has unanimously recommended that
R.H. Phillips shareholders tender their shares in the Vincor offer. The
directors of R.H. Phillips received the unanimous recommendation in favour of
the transaction from a Special Committee of directors. The recommendation of
R.H. Phillips' Board is included in R.H. Phillips' Solicitation/Recommendation
Statement which has been mailed today to R.H. Phillips shareholders together
with Vincor's offer to purchase.
Among the factors considered by the Special Committee in recommending the
transaction are the following:
- an opinion from First Security Van Kasper, financial advisor to
the Special Committee and the Board, that the merger consideration
is fair to the shareholders of R.H. Phillips from a financial
point of view
- the US$7.00 offer price represents a premium of approximately 250%
over the closing price of the shares on NASDAQ on the day prior to
the announcement that R.H. Phillips was conducting merger
discussions
- holders of approximately 30% of the issued shares have agreed to
support the transaction
- Vincor's experience and track record of successfully completing
acquisitions
John Giguiere, Co-President of R. H. Phillips stated "The statement our
board is sending today to our shareholders sets out the unanimous recommendation
to shareholders to tender to Vincor's offer. The offer itself describes the
steps our shareholders need to take to participate in the offer. We encourage
all R.H. Phillips shareholders to start taking the appropriate steps now."
R.H. Phillips, Inc. common stock is traded on the NASDAQ under the symbol
"RHPS." R. H. Phillips, Inc. produces and sells premium varietal table wines. It
is located in the Dunnigan Hills Viticultural Region, which is situated near the
wine regions of Napa and Sonoma, California. The winery specializes in the
production of Chardonnay and Syrah, a Mediterranean varietal, and produces both
premium and super premium wines.
Vincor International Inc. is Canada's leading producer and marketer of
wines and related products with leading brands in all segments of the market.
Vincor owns and operates wineries
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in British Columbia, Ontario, Quebec and New Brunswick, and markets wines
produced from grapes grown in the Niagara Peninsula of Ontario and the
Okanagan Valley of British Columbia. Vincor's premium brands include
Inniskillin, Jackson-Triggs, Sumac Ridge, Hawthorne Mountain and Sawmill
Creek. Vincor generated net sales of CN$268.2 million for its fiscal year
ended March 31, 2000.
Vincor's common stock is listed on The Toronto Stock Exchange under the
symbol "VN."
For further information about the tender offer and a copy of the tender
offer materials, please contact the Information Agent for the Offer, MacKenzie
Partners, Inc. at (212) 929-5500 or (800) 322-2885.
For further information contact:
Donald L. Triggs Mike Motroni
President and Chief Executive Officer Chief Financial Officer
Vincor International Inc. R.H. Phillips, Inc..
(905) 564-6900 (530) 662-3215
