Dogfish Head to merge with Sam Adams’ Boston Beer Company

MILTON — Delaware-based Dogfish Head Brewery announced Thursday that the company has merged with The Boston Beer Company, Inc., makers of Samuel Adams beer and Angry Orchard hard cider.

Officials say the combined company will maintain its status as an independent craft brewery, as defined by the Brewers Association, adding it will be “better positioned to compete against the global beer conglomerates within the craft beer category that are 50 and 100 times its size, while still representing less than 2 percent of beer sold in the United States.”

Founder-brewers Jim Koch of Boston Beer and Sam Calagione of Dogfish Head will continue to lead brewing innovation for the newly combined company.

Sam and Mariah Calagione, Dogfish Head’s two co-founders, have elected to take substantially all of their merger consideration in the form of Boston Beer stock and will collectively become the largest non-institutional shareholders after Mr. Koch following the close of the transaction.

Mr. Calagione will join Boston Beer’s board of directors and Dogfish Head staff members will join the Boston Beer team and continue to be heavily involved in projects, as the companies expand opportunities for future innovation, a press release stated.

“This merger better positions Dogfish Head and our co-workers to continue growing within this definition for many years to come. In fact, Mariah and I believe so much in the future of our merged companies that we are all in, and personally we’re reinvesting nearly all of the proceeds back into the combined entity. We’re also proud to announce that we intend to devote a percentage of the Boston Beer stock that we receive to establishing a foundation and funding various local charitable programs,” said Mr. Calagione, in a prepared statement.

The combined company will be led by Boston Beer CEO Dave Burwick.

The transaction is expected to close late in the second quarter of 2019, subject to customary closing conditions.

Mr. Calagione and his family will receive approximately 407,000 shares of Boston Beer stock based on a share price of $314.60. Dogfish Head shareholders will also receive $170 million in cash, most all of which is for the benefit of Dogfish Head’s financial investors, with the exception of certain transaction-related expenses.

Boston Beer expects that its current cash on hand and available line of credit will be more than sufficient to fund the cash component of the transaction. It is expected that Mr. Calagione will join Boston Beer’s board of directors beginning in 2020.

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