Item 9.01.
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Financial Statements and Exhibits.
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2.1
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Transaction Master Agreement, as amended by the Amendment and Restatement Deed, dated as of April 7, 2016, among the Company, Red, Olive, Orange, MergeCo and US HoldCo*
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2.2
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Form of Shareholders Agreement among Orange, Olive HoldCo and Red*
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*
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Certain annexes and/or schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of any omitted annexes and/or schedules upon request.
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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 Coca-Cola Companys (KO), Coca-Cola Enterprises, Inc.s (CCE) or Coca-Cola European Partners Limiteds
(CCEP) historical experience and their respective present expectations or projections, including expectations or projections with respect to the transaction. These risks include, but are not limited to, obesity concerns; water scarcity
and poor quality; evolving consumer preferences; increased competition and capabilities in the marketplace; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and
biotechnology-derived substances, and of other substances present in their beverage products or packaging materials; increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key
retail or foodservice customers; an inability to expand operations in emerging or developing markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to maintain good relationships with their partners; a
deterioration in their partners financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in the United States or in other tax jurisdictions;
increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to beverage containers and
packaging; significant additional labeling or warning requirements or limitations on the availability of their respective
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products; an inability to protect their respective information systems against service interruption, misappropriation of data or breaches of security; unfavorable general economic or political
conditions in the United States, Europe or elsewhere; litigation or legal proceedings; adverse weather conditions; climate change; damage to their respective brand images and corporate reputation from negative publicity, even if unwarranted, related
to product safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to their respective products or business operations; changes in accounting standards; an
inability to achieve their respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of their respective counterparty financial institutions; an inability to timely
implement their previously announced actions to reinvigorate growth, or to realize the economic benefits they anticipate from these actions; failure to realize a significant portion of the anticipated benefits of their respective strategic
relationships, including (without limitation) KOs relationship with Keurig Green Mountain, Inc. and Monster Beverage Corporation; an inability to renew collective bargaining agreements on satisfactory terms, or they or their respective
partners experience strikes, work stoppages or labor unrest; future impairment charges; multi-employer plan withdrawal liabilities in the future; an inability to successfully manage the possible negative consequences of their respective productivity
initiatives; global or regional catastrophic events; risks and uncertainties relating to the transaction, 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 KOs or CCEPs resources, systems, procedures and controls, disruption of its ongoing business and diversion of managements attention from other business concerns, the
possibility that certain assumptions with respect to CCEP or the transaction 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 and the satisfaction of the closing conditions to the transaction, the potential failure to retain key employees of CCE, Coca-Cola Iberian Partners, S.A.U. (CCIP) or Coca-Cola Erfrischungsgetränke GmbH as a result of the
proposed transaction or during integration of the businesses and disruptions resulting from the proposed transaction, making it more difficult to maintain business relationships; and other risks discussed in KOs and CCEs filings with the
Securities and Exchange Commission (the SEC), including their respective Annual Reports on Form 10-K for the year ended December 31, 2015, which filings are available from the SEC, and the registration statement on Form F-4, file
number 333-208556, that includes a preliminary proxy statement of CCE and a preliminary prospectus of CCEP, which was filed with the SEC by CCEP. You should not place undue reliance on forward-looking statements, which speak only as of the date they
are made. None of KO, CCE, CCIP or CCEP undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. None of KO, CCE, CCIP or CCEP assumes 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 their respective public statements may prove to be incorrect.
NO OFFER OR SOLICITATION
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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
CCEP has filed with the SEC a registration statement on Form F-4, file number 333-208556, that includes a preliminary proxy statement of CCE
and a preliminary prospectus of CCEP. The registration statement has not been declared effective by the SEC and the information in the preliminary proxy statement/prospectus is not complete and may be changed. After the registration statement has
been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to CCEs stockholders in connection with the proposed transaction.
INVESTORS ARE URGED TO READ THE DEFINITIVE 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 KOs Investor Relations department at (404) 676-2121, or to CCEs 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 KOs website at www.coca-colacompany.com under the heading
Investors and CCEs website at www.cokecce.com under the heading Investors.
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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 is set
forth in the preliminary proxy statement/prospectus filed with the SEC. You can find information about KOs and CCEs directors and executive officers in their respective definitive proxy statements filed with the SEC on March 10,
2016, and March 9, 2016, respectively. You can obtain free copies of these documents from KO and CCE, respectively, using the contact information above. Information regarding CCEPs directors and executive officers is available in the
preliminary proxy statement/prospectus filed with the SEC.
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