TIDMCCEP
RNS Number : 1601E
Coca-Cola European Partners plc
04 November 2020
3 November 2020
Coca-Cola European Partners (CCEP) today announces it has
entered into binding agreements to acquire Coca-Cola Amatil Limited
(CCL),
including by way of a Board recommended scheme of
arrangement
Scheme Implementation Deed ("SID") with CCL
-- Further to the announcement on 25 October 2020, CCEP today
announces that it has completed its confirmatory due diligence and
entered into a binding Scheme Implementation Deed ("SID") with CCL.
Under the terms of the SID, CCEP will offer to acquire 69.2% of the
entire existing issued share capital of CCL, which is held by
shareholders other than The Coca-Cola Company ("Independent
Shareholders") for $12.75 per share in cash, pursuant to a scheme
of arrangement ("Scheme") (further details at
https://www2.asx.com.au/markets/trade-our-cash-market/announcements.ccl
)
-- The Board of Directors of CCL (excluding The Coca-Cola
Company's (KO) nominee directors) have reaffirmed that they intend
to unanimously recommend the Scheme to Independent Shareholders, in
the absence of a superior proposal and subject to an independent
expert concluding, and continuing to conclude, that the Scheme is
fair and reasonable and in the best interests of Independent
Shareholders
-- The Scheme is subject to customary conditions, including CCL
shareholder approval, court approval, no material adverse change,
no prescribed occurrences, Australian Foreign Investment Review
Board approval and New Zealand Overseas Investment Office
approval
Co-operation and Sale Deed with KO
-- CCEP has also entered into a Co-operation and Sale Deed with
KO with respect to the acquisition of KO's 30.8% interest in CCL,
conditional upon the implementation of the Scheme with CCL
-- Under the Co-operation and Sale Deed, KO will be entitled to
receive A$9.57 per share in cash for part of their shareholding,
which comprises 10.8% of CCL's shares. CCEP will acquire all of
KO's remaining 20% shareholding in CCL for A$10.75 per share,
either in cash or a combination of cash and the issue of CCEP
shares at an agreed conversion ratio (further details at
https://www2.asx.com.au/markets/trade-our-cash-market/announcements.ccl
)
Compelling strategic rationale: creating a platform for
accelerated growth & returns led by CCEP's proven, experienced
management team with a strong track record
-- Brings together two of the world's best Coca-Cola bottlers,
providing access to complementary, developed markets with
attractive long-term macro growth fundamentals
-- Creates a broader & more balanced geographic footprint, doubling CCEP's consumer reach
-- Provides access to one of the world's most populous & attractive emerging growth markets
-- Enables faster scale by combining the talent, learning &
best practices of two great companies, with a strong, shared
sustainability focus
-- Further strengthens CCEP's strategic partnership with KO to
drive joint and ambitious growth plans
Damian Gammell, Chief Executive Officer of CCEP, said:
"This is a fantastic opportunity to bring together two of the
world's best bottlers to drive faster and more sustainable growth.
Since the creation of CCEP four years ago, we have proven our
ability to create value through expansion and integration. Now is
the right time to move forward by taking on these great franchises
and markets.
"The strategic rationale behind this transaction is compelling,
solidifying our position as the largest Coca-Cola bottler by
revenue. I am eager to apply our proven formula in Western Europe
to Coca-Cola Amatil's markets, including leadership in areas such
as revenue growth management, in-market execution, digital and
sustainability. However, I am equally excited and genuinely
convinced that there will be many more opportunities as we move
forward together with speed, scale, excellent people and a richer,
more diverse culture.
"This larger platform will unlock enhanced value for our
shareholders, all underpinned by an even stronger and more aligned
strategic partnership with The Coca-Cola Company and our other
brand partners. We look forward to executing on the ambitious
growth plans ahead of us, as we build on the best of who we are and
create a very exciting future together."
Further information
For more information on the transaction, please see on our
website:
- Announcement of non-binding proposal to acquire CCL (25 October 2020)
- Analyst and Investor presentation (25 October 2020)
Scheme Booklet
A Scheme Booklet is expected to be sent to CCL Independent
Shareholders in February 2021. This will include a more detailed
explanation of the Scheme, including reasons for the CCL Board's
recommendation and a copy of the independent expert's report. CCL
Independent Shareholders will be given the opportunity to vote on
the Scheme at the Scheme meeting expected to be held in early-mid
March 2021. Subject to the satisfaction of the conditions of the
Scheme, the Scheme is expected to be implemented at the end of Q1
2021.
These dates are indicative and subject to change.
Advisers
Rothschild & Co are acting as lead financial adviser and
Credit Suisse are acting as financial adviser to the Affiliated
Transaction Committee (ATC) of the Board of Directors of CCEP.
Slaughter and May and Corrs Chambers Westgarth are acting as legal
counsel to CCEP.
Enquiries
Clare Wardle, General Counsel and Company Secretary:
secretariat@ccep.com
Investor Relations: Sarah Willett: sarah.willett@ccep.com +44
7970 145 218
Media:
Simon Evans: simon.evans@portland-communications.com +44 7812
590 682
Peter Brookes: pbrookes@citadelmagnus.com +61 407 911 389
Brett Clegg: bclegg@citadelmagnus.com +61 487 436 985
About CCEP (LEI 549300LTH67W4GWMRF57)
Coca-Cola European Partners plc is a leading consumer goods
company in Western Europe, making, selling & distributing an
extensive range of non-alcoholic ready to drink beverages & is
the world's largest Coke bottler based on revenue. CCEP serves a
consumer population of over 300 million across Western Europe,
including Andorra, Belgium, continental France, Germany, Great
Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway,
Portugal, Spain & Sweden. The Company is listed on Euronext
Amsterdam, the New York Stock Exchange, London Stock Exchange &
on the Spanish Stock Exchanges, trading under the symbol CCEP. For
more information about CCEP, please visit www.cocacolaep.com &
follow CCEP on Twitter at @CCEP.
About CCL
Coca-Cola Amatil Limited (including subsidiaries, group entities
and related bodies corporate) is one of the largest bottlers and
distributors of ready-to-drink non-alcohol and alcohol beverages
and coffee in the Asia Pacific region. CCL is the authorised
bottler and distributor of KO's beverage brands in Australia, New
Zealand, Fiji, Indonesia, Papua New Guinea and Samoa. CCL directly
employs around 12,000 people and indirectly creates thousands more
jobs across the supply chain, partnering with key suppliers to
bottle, package, sell and distribute its products. With access to
around 270 million potential consumers through more than 630,000
active customers CCL is committed to leading through innovation,
building a sustainable future and delivering long-term value, both
to shareholders and to society.
CCL delivered FY19 revenue and EBITDA(2) of A$5.1bn
(c.EUR3.1bn(1) ) and A$1.0bn (c.EUR0.6bn(1) ) respectively, of
which approximately three-quarters is generated by Australia and
New Zealand
For more information, visit www.ccamatil.com
(1) A$ to EUR average FY19 exchange rate of 0.6209; (2) Earnings
before interest, tax, depreciation and amortisation (post
AASB-16)
No incorporation of website information
The content of the websites referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Forward-Looking Statements
This document contains statements, estimates or projections that
constitute "forward-looking statements" concerning the financial
condition, performance, results, strategy and objectives of CCEP
and its subsidiaries (together "CCEP") and CCL and its subsidiaries
(together "CCL") and the integration of CCL into CCEP. Generally,
the words "believe," "expect," "intend," "estimate," "anticipate,"
"project," "plan," "seek," "may," "could," "would," "should,"
"might," "will," "forecast," "outlook," "guidance," "possible,"
"potential," "predict," "objective" and similar expressions
identify forward-looking statements, which generally are not
historical in nature.
Forward-looking statements are subject to certain risks that
could cause actual results to differ materially from CCEP's and
CCL's historical experience and present expectations or
projections, including with respect to the acquisition of CCL by
CCEP (the "Acquisition"). As a result, undue reliance should not be
placed on forward-looking statements, which speak only as of the
date on which they are made. These risks include but are not
limited to:
1. those set forth in the "Risk Factors" section of CCEP's 2019
Integrated Report / Annual Report on Form 20-F, including the
statements under the following headings: Packaging (such as marine
litter); Perceived health impacts of our beverages and ingredients,
and changing consumer preferences (such as sugar alternatives);
Legal, regulatory and tax change (such as the development of
regulations regarding packaging, taxes and deposit return schemes);
Market (such as disruption due to customer negotiations, customer
consolidation and route to market); Cyber and social engineering
attacks; Competitiveness and transformation; Climate change and
water (such as net zero emission legislation and regulation, and
resource scarcity); Economic and political conditions (such as
continuing developments in relation to the UK's exit from the EU);
The relationship with KO and other franchisors; Product quality;
and Other risks, such as widespread outbreaks of infectious disease
including the adverse impact that
the COVID-19 pandemic and related social distancing measures
implemented in many of our markets, and any associated economic
downturn, may have on our financial results, operations, workforce
and demand for our products;
2. those set forth in the "Principal Risks" section of CCEP's
2019 Integrated Report / Annual Report on Form 20-F, as updated in
CCEP's Results for the six months ended 26 June 2020 & COVID-19
update and including principal risks under the additional headings:
Business continuity; People; and Stakeholders;
3. those set forth in the "Business and Sustainability Risks"
section of CCL's 2019 Annual Report including the statements under
the following headings: Beverage industry risks; Economic and
political risks; Cyber risk; The KO and other brand partners
relationship risk; Risk connected with loss of value to society;
Regulatory risks; Climate change risk; Malicious product tampering
risk; Litigation risk; Supply chain risk; Business interruption
risk; Workplace Health and Safety risk; Foreign exchange risk;
Quality risk; and People risk; and
4. risks and uncertainties relating to the Acquisition,
including the risk that the businesses will not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected, which could result in
additional demands on CCEP's resources, systems, procedures and
controls, disruption of its ongoing business and diversion of
management's attention from other business concerns; the
possibility that certain assumptions with respect to CCL or the
Acquisition could prove to be inaccurate; the failure to receive,
delays in the receipt of, or unacceptable or burdensome conditions
imposed in connection with, all required regulatory approvals,
shareholder approvals and the satisfaction of closing conditions to
the Acquisition; ability to raise financing; the possibility that
CCEP and CCL fail to agree upon a scheme implementation agreement;
the potential that the Acquisition may involve unexpected
liabilities for which there is no indemnity; the potential failure
to retain key employees of CCEP and CCL as a result of the proposed
Acquisition or during integration of the businesses and disruptions
resulting from the proposed Acquisition, making it more difficult
to maintain business relationships; the potential if the
Acquisition is not completed in a timely manner or at all for (i)
negative reaction from financial markets, customers, regulators,
employees and other stakeholders, (ii) loss of time spent on an
unsuccessful Acquisition, and (iii) litigation related to the
Acquisition.
The full extent to which the COVID-19 pandemic will negatively
affect CCEP and/or CCL and the results of their operations,
financial condition and cash flows will depend on future
developments that are highly uncertain and cannot be predicted,
including the scope and duration of the pandemic and actions taken
by governmental authorities and other third parties in response to
the pandemic.
Due to these risks, CCEP's and CCL's actual future results,
dividend payments, and capital and leverage ratios may differ
materially from the plans, goals, expectations and guidance set out
in forward-looking statements (including those issued by CCL prior
to the Acquisition). These risks may also adversely affect CCEP's
share price. Additional risks that may impact CCEP's and CCL's
future financial condition and performance are identified in
filings with the United States Securities and Exchange Commission
("SEC") which are available on the SEC's website at www.sec.gov and
at the Australian Stock Exchange which are available at
www.asx.com.au. Neither CCEP nor CCL undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except
as required under applicable rules, laws and regulations.
Furthermore, neither CCEP nor CCL assumes any responsibility for
the accuracy and completeness of any forward-looking statements.
Any or all of the forward-looking statements contained in this
filing and in any other of CCEP's or CCL's respective public
statements (whether prior or subsequent to the Acquisition) may
prove to be incorrect.
This document does not constitute or form part of any offer for
sale or solicitation of any offer to buy any securities in the
United States or elsewhere nor shall it or any part of it form the
basis of or be relied on in connection with any contract or
commitment to purchase securities. Securities may not be offered or
sold in the United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended.
End
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END
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