Coca-Cola European Partners has made a non-binding proposal to acquire Coca-Cola Amatil Limited

Coca-Cola European Partners plc (CCEP) announces that it has made a non-binding proposal to acquire Coca-Cola Amatil Limited (CCL).

The Board of Directors of CCEP:

  • has made a non-binding 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”), to be effected by means of a scheme of arrangement; and
  • has entered into a non-binding heads of terms and cooperation letter with The Coca-Cola Company (KO), setting out the terms on which CCEP proposes to acquire KO’s 30.8% interest in CCL, conditional upon Australian regulatory approvals and the implementation of the scheme of arrangement

If confirmatory due diligence is completed by CCEP, other conditions satisfied and an acceptable scheme implementation deed is negotiated, the Board of Directors of CCL (excluding KO’s nominee directors), intends 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 proposed transaction would create a broader and more balanced footprint for CCEP whilst almost doubling CCEP’s consumer reach, with the aim of ultimately driving sustainable and faster growth, through geographic diversification and scale.

Under the terms of the proposal:

  • CCL’s Independent Shareholders would receive A$12.75 per share in cash, representing a premium of 23 per cent to the 1-week Volume Weighted Average Price (VWAP), 28 per cent to the 1-month VWAP and a premium of 38 per cent to the 3-month VWAP of CCL’s shares
  • KO would receive A$9.57 per share in cash for part of their shareholding, which comprises 10.8% of CCL’s shares. CCEP will work with KO to acquire all of KO’s remaining 20% shareholding in CCL, in connection with which CCEP may satisfy part of the consideration for these CCL shares by the issue of CCEP shares at an agreed conversion ratio

Taken together, the proposal implies:

  • an equity value of CCL on a fully diluted basis of approximately A$8.7bn (c.€5.2bn2) and an enterprise value (EV) of A$10.8bn (c.€6.5bn2)
  • an EV/EBITDA3 multiple of 10.9x to CCL’s FY19 reported underlying EBITDA3

The proposed transaction is subject to the satisfactory completion by CCEP of confirmatory due diligence, which is underway, and the entry into a scheme implementation agreement between CCEP and CCL which will set out more detailed terms and conditions for the implementation of the proposed transaction. There is therefore no certainty, at this stage, that a binding transaction will take place and as such, further updates will be provided in due course

This announcement does not constitute a proposal to make a takeover bid for CCL for the purposes of section 631 of the Australian Corporations Act 2001

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.

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