The Board of Directors of CCL intends to unanimously recommend the scheme to Independent Shareholders
The Board of Directors of Coca Cola European Partners (CCEP) has recently made a non-binding offer to acquire 69.2% of the entire existing issued share capital of Coca-Cola Company (CCL) a leading consumer goods company in Western Europe, which is held by shareholders other than the Coca-Cola Company (Independent Shareholders), to be affected by means of a scheme of arrangement.
Moreover, it has entered into a non-binding head 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
The Board of Directors of CCL 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)
- 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
Taken together, the proposal implies:
- an equity value of CCL on a fully diluted basis of approximately A$8.7bn (c.€5.2bn) and an enterprise value (EV) of A$10.8bn (c.€6.5bn)
- an EV/EBITDA multiple of 10.9x to CCL’s FY19 reported underlying EBITDA
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.