Coca-Cola Enterprises, Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke AG to Form Coca-Cola European Partners
Merger Will Create the World’s Largest Independent
ATLANTA
and MADRID, Aug. 6, 2015 –
Strategically
Positioned to Capture Growth
With more than 50 bottling plants and approximately
27,000 associates,
Once
combined,
“The creation of a larger, unified
Sol Daurella, Executive Chairwoman of
“The creation of
Damian Gammell, currently Beverage Group
President and CEO of Anadolu Efes and a previous Chief Executive Officer of CCEAG,
will join CCE as Chief Operating Officer in autumn 2015 and become Chief
Operating Officer of
Along with Ms. Daurella and Mr. Brock,
the initial Board of Directors of
Transaction
Structure
At closing,
On a pre-synergy, pro forma basis, for
2015 the combined company’s annual net revenues are expected to be approximately
$12.6 billion with $2.1 billion of EBITDA and $1.6 billion of operating income
with a volume of 2.5 billion unit cases.
The combined company is
expected to have a 2015 pro forma net debt to EBITDA ratio of approximately
3.5x, and given anticipated cash flows, is expected to de-lever to
approximately 2.5x by year-end 2017.
The
In support of this growth plan, The
Approvals
The Boards of Directors of
Advisers
Deutsche Bank acted as exclusive
financial adviser to The
Lazard acted as lead financial adviser to CCE and Cahill Gordon & Reindel LLP and Slaughter and May served as legal counsel to the company. Credit Suisse acted as financial adviser to the Franchise Relationship Committee (FRC) of the Board of Directors of CCE; Clay Long Esq. and Baker Hostetler LLP served as legal counsel to the FRC.
Rothschild acted as exclusive financial
adviser to
Investor
Conference Call Details
All three parties will host a conference
call with investors to discuss the announcement at 8:30 a.m. EDT, 1:30 p.m. BST
and 2:30 p.m. CEST. We invite investors to listen to the live audiocast of the
conference call at either www.the
Media
The |
Investors
and Analysts
The |
About
About
About
About The
Forward-Looking Statements
This communication may
contain statements, estimates or projections that constitute “forward-looking
statements” as defined under U.S. federal securities laws. Generally, the words
“believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,”
“seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,”
“outlook,” “guidance,” “possible,” “potential,” “predict” and similar
expressions identify forward-looking statements, which generally are not
historical in nature. Forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from The
Important Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the
proposed transaction, CCEP will file with the SEC a registration statement on
Form F-4 that will include a preliminary proxy statement/prospectus regarding
the proposed transaction. After the registration
statement has been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to CCE’s stockholders in connection with
the proposed transaction. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain a copy of the proxy statement/prospectus (when available)
and other related documents filed by KO, CCE or CCEP with the SEC regarding the
proposed transaction as well as other filings containing information, free of
charge, through the website maintained by the SEC at www.sec.gov, by directing a
request to KO’s Investor Relations department at (404) 676-2121, or to CCE’s
Investor Relations department at (678) 260-3110, Attn: Thor Erickson – Investor
Relations. Copies of the proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the proxy statement/prospectus can also be obtained, when
available, without charge, from KO’s website at www.
Participants in Solicitation KO, CCE and CCEP and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in favor of the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about KO’s and CCE’s directors and executive officers in their respective definitive proxy statements filed with the SEC on March 12, 2015, and March 11, 2015, respectively. You can obtain free copies of these documents from KO and CCE, respectively, using the contact information above. Information regarding CCEP’s directors and executive officers will be available in the proxy statement/prospectus when it is filed with the SEC.
No
Profit Forecast
No
statement in this announcement is intended to constitute a profit forecast for
any period, nor should any statements be interpreted to mean that revenues,
EBITDA, earnings per share or any other metric will necessarily be greater or
less than those for the relevant preceding financial periods for CCE, CCIP,
Subject to its legal and regulatory obligations, neither CCEP, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. In no circumstances shall the provision of this document imply that no negative change may occur in the business of CCE, CCIP, CCEAG or CCEP, as appropriate, after the date of provision of this document, or any date of amendment and/or addition thereto.
This document is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, will be available from CCEP at its registered office. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
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