Coca-Cola European Partners 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."
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)
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.
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.