TAMPA, FL, Feb. 26, 2020 /PRNewswire/ - Cott Corporation
(NYSE:COT; TSX:BCB) ("Cott"), a leading provider of home and office
bottled water delivery and filtration services in North America and Europe, today announced that it has extended
the expiration of its exchange offer to acquire all of the
outstanding shares of common stock of Primo Water Corporation
(NASDAQ: PRMW) ("Primo") to 5 p.m.,
New York City time, on
February 28, 2020, unless the
exchange offer is further extended, withdrawn or varied. Cott is
extending the exchange offer to allow additional time for the
satisfaction of the closing conditions under the merger agreement,
including the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
All other terms and conditions of the exchange offer remain
unchanged.
The depositary and paying agent for the exchange offer has
advised that, as of 12:00 midnight, New
York City time, at the end of the day on Tuesday, February 25, 2020, a total of
approximately 30,144,307 shares of Primo common stock were validly
tendered and not properly withdrawn in the exchange offer.
ABOUT COTT CORPORATION
Cott is a water and filtration service company with a leading
volume-based national presence in the North American and European
home and office delivery industry for bottled water. Our platform
reaches over 2.5 million customers or delivery points across
North America and Europe and is supported by strategically
located sales and distribution facilities and fleets, as well as
wholesalers and distributors. This enables us to efficiently
service residences, businesses, and small and large retailers.
Additional Information and Where to Find It
This communication relates to a pending business combination
between Cott and Primo. Cott commenced an exchange offer for the
outstanding shares of Primo on January 28,
2020. This communication is for informational purposes only
and does not constitute an offer to purchase or a solicitation of
an offer to sell shares, nor is it a substitute for any offer
materials that the parties will file with the U.S. Securities and
Exchange Commission (the "SEC"). At the time the exchange offer was
commenced, Cott and its acquisition subsidiary filed an exchange
offer statement on Schedule TO, Cott filed a registration statement
on Form S-4 and Primo filed a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the exchange offer.
Each of Cott and Primo also plan to file other relevant documents
with the SEC regarding the proposed transaction. THE EXCHANGE OFFER
MATERIALS (INCLUDING THE OFFER TO EXCHANGE, THE RELATED LETTER OF
ELECTION AND TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER
DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS,
CONTAIN IMPORTANT INFORMATION. PRIMO STOCKHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF PRIMO SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The
Solicitation/Recommendation Statement, the Offer to Exchange, the
related Letter of Election and Transmittal and certain other
exchange offer documents are available to all of Primo's
stockholders at no expense to them. The exchange offer materials
and the Solicitation/Recommendation Statement are available for
free on the SEC's website at www.sec.gov. Copies of the documents
filed with the SEC by Cott are available free of charge under the
heading of the Investor Relations section of Cott's website at
www.cott.com/investor-relations/. Copies of the documents filed
with the SEC by Primo are available free of charge under the SEC
filings heading of the Investors section of Primo's website at
http://ir.primowater.com/.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements involve inherent risks and uncertainties and you are
cautioned that a number of important factors could cause actual
results to differ materially from those contained in any such
forward-looking statement. These statements can otherwise be
identified by the use of words such as "anticipate," "believe,"
"could," "estimate," "expect," "feel," "forecast," "intend," "may,"
"plan," "potential," "predict," "project," "seek," "should,"
"would," "will," and similar expressions intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. The forward-looking
statements contained in this communication include, but are not
limited to, statements related to Cott's and Primo's plans,
objectives, expectations and intentions with respect to the
proposed transaction and the combined company, the anticipated
timing of the proposed transaction, and the potential impact the
transaction will have on Primo or Cott and other matters related to
either or both of them. The forward-looking statements are based on
assumptions regarding current plans and estimates of management of
Cott and Primo. Such management believes these assumptions to be
reasonable, but there is no assurance that they will prove to be
accurate.
Factors that could cause actual results to differ materially
from those described in this communication include, among others:
changes in expectations as to the closing of the transaction
including timing and changes in the method of financing the
transaction; the satisfaction of the conditions precedent to the
consummation of the proposed transaction (including a sufficient
number of Primo shares being validly tendered into the exchange
offer to meet the minimum condition), the risk of litigation and
regulatory action related to the proposed transactions, expected
synergies and cost savings are not achieved or achieved at a slower
pace than expected; integration problems, delays or other related
costs; retention of customers and suppliers; and unanticipated
changes in laws, regulations, or other industry standards affecting
the companies; and other risks and important factors contained and
identified in Cott's and Primo's filings with the SEC, including
their respective Quarterly Reports on Form 10-Q and Annual Reports
on Form 10-K.
The foregoing list of factors is not exhaustive. Readers are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date hereof. Readers are
urged to carefully review and consider the various disclosures,
including but not limited to risk factors contained in Cott's and
Primo's Annual Reports on Form 10-K and its quarterly reports on
Form 10-Q, as well as other filings with the SEC. Forward-looking
statements reflect the analysis of management of Cott and Primo as
of the date of this communication. Neither Cott nor Primo
undertakes to update or revise any of these statements in light of
new information or future events, except as expressly required by
applicable law.
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SOURCE Cott Corporation
