By William Brand, STAFF WRITER
In a move that surprised almost everyone, Magic Hat, an East Coast craft brewer noted for its eclectic beer styles is buying Seattle-based Pyramid Breweries and taking it private in a deal worth $25 - $30 million.
Pyramid’s major brewery is in Berkeley. The company also has an adjacent alehouse restaurant and a brewpub-alehouse in Walnut Creek, an alehouse in Sacramento, alehouses in Portland and Seattle and a brewery, the former Portland Brewing, in Portland.

The merger, to take effect in August, would create one of the largest craft breweries in America. Magic Hat Chief Executive Officer  Martin Kelly, who was Pyramid’s president and CEO in the early 1990s said his company approached Pyramid with the offer. He became chief executive at Magic Hat, which is located in Burlington, Vt., not long after it opened in 1994.

Eventually, there is a possibility that Magic Hat beers may be brewed in Berkeley and Pyramid beers, including its best-selling Hefeweizen, will be brewed in Burlington, the companies said. However such a decision has not been made, an official said.

Pyramid is one of America’s craft beer pioneers, a merger of two breweries that opened in the Seattle area in the early 1980s. It is also one of the few publicly traded craft breweries in America and has been a consistent money loser.  Magic Hat, which company officials said, has backing from Basso Capital Ventures, will  pay stockholders $2.75 a share.

“The craft beer category has a great track record and room for lots of future growth,” Kelly said. “We feel we can retrain what is special and unique with each business and without the added burden of being a public company, Pyramid can become profitable,” he said. Pyramid Chief Executive Officer Scott Barnum said  the deal includes assumption by Magic Hat of a significant amount of Pyramid debt. Pyramid shares (PMID) closed Tuesday at $2.52, on volume of nearly 900,000 shares, up from an average daily volume of about 7,000 shares.

The deal makes sense; it’s good synergy, Barnum said.

“Pyramid’s big sellers are unfiltered wheat beers; Magic Hat makes interesting and funky ales, including a very good IPA.”

The deal gives the merged company national reach, Barnum said, and prepares both companies for the future with its anticipated relentless competition from larger breweries.

Tom Dalldorf, publisher of the Celebrator Beer News, a national publication based in Hayward covering the craft beer industry, said the deal surprised him and everyone he knows in the business.

“Alan Newman, the owner of Magic Hat, is not your archetypical brewery owner,” Dalldorf said. Magic Hat beers are unknown out here, he said. “They have a best-seller called #9, another called, I believe, Monkey Boy. They’re all curiously named.”

“I’m bewildered by this, it makes me dizzy, ” Dalldorf said.Pyramid  made just over 200,000 barrels of beer last year, ranking it about the 7th largest craft brewer. Magic Hat, founded in 1994, is growing rapidly. Production in 2007 jumped 30 percent to 102,000 barrels, making it the 13th largest, according to the Boulder, Colo.-based Brewers Association.

Staff Writer William Brand  covers beer and brewing. Contact him at bbrand@bayareanewsgroup.com or 510-2080-6454.

Alison Cook was misidentified in this item earlier. This is the correct version

It had to happen. Beer TV and no, I’m not talking about the late, lamented BudTV. This is new and way cool. It’s CBN Evening Brews, a weekly streaming video show on beer, which Webcasts each Thursday. The commentators are Celebrator Publisher Tom Dalldorf and Alison Cook, who works at The Bistro in Hayward, home of the Double IPA Fest, Barrel-Aged Beer Fest and many other good thigns. Go to www.vimeo.com/celebrator.

In the middle of reporting the Pyramid takeover story – more details to come – I talked to Adam Lamoreaux at Linden Street Brewing in Oakland, who told me that at The Trappist in downtown Oakland, they’re marking Koninginnedag (Queen’s Day), the big Dutch holliday tomorrow, April 30 with a special on his beer.
For three hours, 4 - 7 p.m. Urban People’s Common Lager, aka Linden Street Common, will be sold for $3 a glass, “Everybody’s also supposed to wear orange,” Adam says.

This is from the Trappist:

Wednesday April 30th Koninginnedag Celebration (Queens Day) $3 Linden Street Common from 4pm to 7pm, Two Dutch Beers on Tap (Jopen), Food (might not be good), Live Band. (might also not be good)

Just  got off the phone with Pyramid CEO Scott Barnum. He said the proposed merger to take Pyramid private will cost Magic Hat and the company’s principal investor Basso Capital Management $25 to $30 million.  The deal, Barnum said includes assumption by Magic Hat of a significant amount of Pyramid debt.

Magic Hat approached Pyramid with the original merger offer, Barnum said.  The deal makes sense; it’s good synergy, he said. Pyramid’s big selles are unfiltered wheat beers; Magic Hat makes interesting and funky ales, including a very good IPA.  The deal gives the merged company national reach, Barnum said, and prepares for the future with its anticipated relentless competition from larger breweries.

But Barnum also believes there are bright skies ahead (my words, not his). The whole craft beer segment is growing rapidly as American tastes switch out of light lager into craft beer. “Obviously, their investor agrees.”

Vision is for Pyramid breweries in Berkeley and Portland to brew Magic Hat beers and perhaps Magic Hat, which has just expanded its brewery in Burlington,  VT to make Pyramid beers.

Pyramid made just over 200,000 barrels of beer last year, ranking it about the 7th largest craft brewer. Magic Hat, which is growing rapidly, made about 100,000 barrels,  and was the 13th largest, Barnum said.  The merger would create one of the largest craft breweries in America.

April 29, 2008 09:00 AM Eastern Daylight Time
Two Leading Craft Brewers Intend to Merge

SEATTLE & SOUTH BURLINGTON, Vt.–(BUSINESS WIRE)–Pyramid Breweries Inc. (NASDAQ: PMID) (“Pyramid”) and Magic Hat Brewing Company & Performing Arts Center, Inc. (“Magic Hat”) today announced the execution of a Letter of Intent (“Letter of Intent”), which contemplates a transaction by which Magic Hat will acquire Pyramid, through an agreed all-cash tender offer and subsequent merger, at $2.75 per share of Pyramid common stock on a fully-diluted basis.

The proposed transaction is subject to the negotiation and execution of a definitive merger agreement. The merger agreement will provide for a first-step tender offer for outstanding Pyramid shares by an acquisition entity wholly owned by Magic Hat, to be conditioned upon the acquisition of at least 66 2/3% of the outstanding shares of Pyramid. The tender offer, if consummated, will be followed by a merger of Magic Hat’s acquisition entity with and into Pyramid. The proposed transaction is also subject to the satisfactory completion of a due diligence review by Magic Hat of the business, financial and legal affairs of Pyramid, and receipt of necessary consents and approvals of regulatory agencies and third parties.

The Letter of Intent provides for the payment of a break-up fee payable by Pyramid to Magic Hat in specified circumstances, and also for the payment of Magic Hat’s reasonable expenses in specified circumstances, each involving the failure to consummate the proposed transaction.

Certain shareholders of Pyramid holding approximately 29% of the outstanding Pyramid common stock have, concurrently with Pyramid’s execution of the Letter of Intent, entered into a Tender and Support Agreement (the “Tender Agreement”) with Magic Hat, pursuant to which they have agreed to tender the shares owned by them in the Magic Hat tender offer and have granted Magic Hat an irrevocable proxy with respect to such shares. The portion of the shares subject to the Tender Agreement in excess of 19.9% of the outstanding shares of Pyramid common stock may be released from the provisions of the Tender Agreement in specified circumstances in connection with the receipt by Pyramid of unsolicited superior offers as defined in the Tender Agreement.

The closing of the proposed transaction, subject to the conditions referred to above, is anticipated to occur not later than August 31, 2008.

The board of directors of Pyramid has approved the transactions contemplated by the Letter of Intent.

“The combination of these two well established, high profile craft breweries will be very complementary given our respective brand portfolios and the geographies in which we predominantly operate. Additionally, there will be a number of important benefits for Pyramid to be part of a private company versus continuing to operate as a stand alone public entity. This consolidation makes both good strategic and financial sense and is well timed, particularly as the beer industry’s competitive dynamics continue to intensify,” said Pyramid CEO Scott Barnum. “The Company will continue to have offices in Seattle, its historical home, and will seek opportunities to capitalize on the enhanced assets and capabilities of the new combined entity,” he added.

Martin Kelly, CEO of Magic Hat said, “We have a great deal of respect for Pyramid’s brand heritage, award-winning beers and its dedicated employees, and look forward to consummating this transaction, which provides both strategic and financial benefits both to Pyramid’s and Magic Hat’s stakeholders.”

Important Notice

The tender offer for the outstanding common stock of Pyramid contemplated by the Letter of Intent has not commenced, and will only commence pursuant to the terms of a definitive merger agreement, as described above. This document is neither an offer to purchase nor solicitation of an offer to sell securities. At the time the tender offer is commenced an affiliate of Magic Hat Brewing Company & Performing Arts Center, Inc. will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”). The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Pyramid’s shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s web site: www.sec.gov.

About Pyramid Breweries Inc.

Pyramid Breweries Inc. is a leading brewer of specialty, full-flavored beers produced mainly under the Pyramid and MacTarnahan’s brand names. Pyramid’s family of unfiltered wheat beers continue to be honored by beer drinkers and judges, earning the most craft beer medals in the last decade at the prestigious Great American Beer Festival (“GABF”). Pyramid has received a total of 34 medals at the GABF. The brewery has also received a total of eleven medals in international competition at the World Beer Cup.

Pyramid owns two alehouse restaurants adjacent to its full production breweries under the Pyramid Alehouse and MacTarnahan’s Taproom brand names in Berkeley, California and Portland, Oregon, respectively, and three alehouse restaurants in Walnut Creek and Sacramento, California and Seattle, Washington. For more information, visit www.PyramidBrew.com.

About Magic Hat Brewing Company & Performing Arts Center, Inc.

Founded in 1994, Magic Hat has become one of the largest craft brewers on the east coast, and ranks among the fastest growing companies in the category nationwide. The company has methodically expanded its reach, and today sells its beers from Maine to Georgia and as far west as Illinois. Magic Hat is known for its distinctively flavorful offerings and imaginative recipes that combine ancient brewing traditions with the miracles of modern science. Created in the company’s unique brewery and Artifactory, Magic Hat’s family of fermentations includes three year-round beers (#9®, Circus Boy®, and Lucky Kat®) a full line of seasonal ales, and a variety of special single-batch “Odd Notions.” Magic Hat has been hailed by the appreciative palates and grateful connoisseurs everywhere who enjoy the brewer’s pours more than any they’ve explored before. For more information, visit http://www.magichat.net.

   Here’s all I’ve got.

Pyramid Breweries to be acquired by Magic Hat Brewing Co. for $2.75 per share

BOSTON (Thomson Financial) - Pyramid Breweries Inc. and Magic Hat Brewing
Co. said Tuesday the two companies have signed a letter of intent for Magic Hat
to acquire Pyramid through an all-cash tender offer.
Magic Hat will pay $2.75 for each Pyramid share. The offer represents a 56%
premium over Monday’s closing price of $1.76 for shares of Pyramid, a
Seattle-based beer brewer.
The closing of the proposed transaction is anticipated to occur no later
than August 31.
Pyramid shares were halted in premarket trading.

This comes from an old Letterman show. You can check out the inventor’s Web site here.

This is totally stupid. Let’s call it a Personal Home Beer Delivery Robot. Here’s a clip from the Letterman show The inventor, John Cornwell, has an entire web site devoted to the machine and you can see a longer video here.

Basically, it’s a refrigerator stocked with cans of beer. The user (in this case, the inventor) his a remote, which operates the robotics. Click the remote. An elevator inside the refrigerator lifts a can of beer (all Miller’s, donated by Miller Brewing) up through the top of the refrigerator. A robotic arm grabs it, the robot rotates toward the direction of the person with the remote and tosses the can of beer in that direction.

There’s a real catch. The consumer has to catch the beer. You gotta see it to believe it. This video’s had over 5,000 views since i posted it last year.

I found this one years ago. Still makes me laugh.

Ahh American ingenuity and know-how. With this one ( and with Miller Chill Lime you don’t have to stick a lime wedge into your Corona bottle anymore…

Bud Light Lime will be in the hands of active adults April 28, as they soak up the sun, entertain outdoors and enjoy the patios and verandas of their city’s laid-back bars and restaurants. Savvy partygoers, who not only demand new drink options but also value name-brand cache, will find their new drink of choice in Bud Light Lime.

Playful, outgoing men and women are sure to enjoy Bud Light Lime — while the splash of natural lime flavor will tempt the palates of those who thirst for something refreshingly different.

Brewed at Anheuser-Busch’s Baldwinsville, Fort Collins and Cartersville breweries, Bud Light Lime contains 4.2 percent alcohol by volume (also available in 3.2 percent ABW) and is available in 12-ounce, clear glass bottles, 22-ounce single-serve bottles and 16-ounce aluminum bottles.

Sodden thoughts…they paid somebody a lot of money to write this. And note, 4.2 ABV. An American Mild. 

Photo:
Credit: Gail Williams

The brewers and friends, left-right, Vic Kralj, proprietor, The Bistro, Hayward, CA.’; Rod Tod, Allagash, Portland, ME., Adam Avery, Avery Brewing, Boulder, CO.; Tomme Arthur, Port Brewing-The Lost Abbey, San Marcos, CA., Vinnie Ciluzo, Russian River, Santa Rosa, CA. and Cynthia Kralj. Not pictured, he’s hidden behind Cynthia, is Sam Calagione, Dogfish Head, Milton, DE.

Beer dinner puts the spotlight on barrel-aged beer

I couldn’t attend what, no doubt, was one of the stellar beer dinners of the year, in San Francisco last Sunday, April 20, 2008: Beer Chef Bruce Paton’s Dinner with the Brewmasters: Five Guys and a Barrel dinner at the Cathedral Hill Hotel.

Fortunately, Gail Williams and Steve Shapiro, the intrepid creators of beerbybart.com, the Web site that shows one how to get to most every decen beer venue in the Bay Area by BART, Caltrain, bus and foot, did go and furnish this account.

Gail took the photo above and has more on her Flickr site.
At my suggestion, they went through the courses one by one. Take over the reporting now Gail and Steve:

This was a remarkable event, created by “the beer chef, Bruce Paton,” last week… “Five Guys and a Barrel” a dinner featuring Allagash White, Russian River Blind Pig IPA,Dogfish Head 90 Minute IPA , Avery The Maharaja, Allagash Interlude, Russian River Supplication, Port Brewing Cuvee de Tomme , Dogfish Head Palo Santo Marron, Avery The Beast Grand Cru, Lost Abbey Older Viscosity, then a toast with the intensely sour rustic concoction the brewers of all of the above blended after a trip to Belgium together — “Isabelle Proximus”

Beer Chef’s Hors D’Oeuvre Selection
Allagash White and Russian River Blind Pig

Hors D’Oeuvre — included three intense little soups, two in small glasses and one in white Chinese soup spoons — the artichoke and mushroom was a delectable wonder to behold. beers were Allagash White is a very approachable refreshing beer to have with food… andVinnie’s Russian River Blind Pig — ok, not a lot to say except that this is still my favorite IPA on the planet, not to be dethroned by the lovely IPAs to come..

First Course
Citrus Cured Curraun Blue Sea Trout with Accoutrements
Dogfish Head 90 Minute IPA and Avery The Maharaja

It was really amazing, sea trout is a form of salmon and it was served with little dabs of sauce. It was a wonderful palate of flavors. Dogfish Head 90 Minute IPA - a delightful unexpected nutty flavor came thru in
the double IPA in this pairing,

Avery The Maharaja — more floral, perhaps better with the salmon-like dish at hand and the delicious smattering of sauces and roe.

Second Course
Selection of Artisanal Cheeses with House Made Condiments
Allagash Interlude and Russian River Supplication

Both beers were fabulous. And as we ate the brewers were telling stories about their trip to Belgium. Lots of fol de rol and guy stuff. Three amazing cheeses — We’d love to find out what they were.

Allagash Interlude was the more delicate and seductive of these two complex and interesting sour beers, and now I’d try it with any flavorful cheese.

Russian River Supplication was much bolder and more rustic … it did sort of pray for or even demand my full attention, so the name makes more sense to me now. For me, in each course there was a closely paired beer, and an odd couple that sort of triangulated off of the more tightly paired beer. This was an awesome effect.

Third Course
A Study in Duck
Port Brewing Cuvee de Tomme
Dogfish Head Palo Santo Marron

Various forms of duck including a seasoned”duck ham” with Port Brewing Cuvee de Tomme — the room adored hearing Tomme say “cuvee de me” and Dogfish Head Palo Santo Marron — made in a rare incense-like jungle wood container. It’s fascinating that wood is becoming so important in craft beers. Our table loudly wished he’d said “cuvee do moi” but had no complaints with the pairing.

Fourth Course
Warm Chocolate Mocha Cake with Blood Orange Sabayon and Fig Syrup
Avery The Beast Grand Cru
Lost Abbey Older Viscosity

Steve: The Older Viscoscity was wonderful It worked so well with the chocolate. Just a beautiful pairing. They were counterpoints to each other.

Gail: Was that delicious! Avery The Beast Grand Cru — this was the beer I’d have had if I had
skipped dessert, but the Lost Abbey Older Viscosity completely went with the chocolate and citrus — this pairing was one of those amazing combos that knocked both of us out of the park. Again, The Beast became the counterpoint for me.

The final toast
Isabelle Proximus

Gail: Isabelle Proximus is the 5 guys beer — five American brewmasters who play at a high level with Belgian beer styles went to Belgium and brought back some magical mystery bacteria! There’s something so amusing and delightful about the concept.

Isabelle Proximus is complex, intense — tough after the sweet course, but quite the experience! thank goodness I’ve been letting Vinnie, Tomme and all the guys educate my palate in this direction… this was no beginner’s Belgian… It was demanding but terrific. Hooray for five guys plus Bruce!

Steve: There were a number of sour beers. It was a treat. It gave us such a wide diversity of beer styles, big and sweet, intense and sour.

Post dinner: Afterward we went to the hotel bar in order to leave with Blind Pig on the palate. The fact that that beer is nearly always availble from the hotel bar puts the Cathedral Hill Hotel at Van Ness and Geary on the mental map of SF beer fans.

Final note from me: Except for Isabel Proximus, every one of these beers can be purchased here in the Bay Area. Don’t know where? E-mail me at whatsontap@sbcglobal.net and ask for our 2008 Northern California Retail Beer Store List. Bruce Paton has lots more dinners coming. Sign up for his e-mail list here.