Coca-Cola European Partners plc (ENXTAM:CCEP) entered into a non-binding heads of terms and cooperation letter to acquire 30.81% stake in Coca-Cola Amatil Limited (ASX:CCL) from Coca-Cola Holdings (Overseas) Limited for AUD 2.3 billion on October 25, 2020. Coca-Cola European Partners plc (ENXTAM:CCEP) entered into a co-operation and sale deed to acquire 30.81% stake in Coca-Cola Amatil Limited (ASX:CCL) from Coca-Cola Holdings (Overseas) Limited for AUD 2.3 billion on November 4, 2020. Under the terms of agreement, the purchase will be made in 2 tranches. Coca-Cola European Partners will acquire 10.8% of Coca-Cola Amatils shares at AUD 9.57 per share in cash on the date of implementation of the transaction for Coca-Cola European Partners acquisition of 69.19% stake in Coca-Cola Amatil Limited. Also, at closing, Coca-Cola European Partners may, at its option, acquire some or all of the remaining 20% shares held by Coca-Cola Holdings (Overseas) Limited. The purchase price for the second tranche will be AUD 10.75 per share which will be payable, at the option of Coca-Cola European Partners, either in cash, its shares or a combination of the two. If Coca-Cola European Partners elects to pay all of the purchase price in stock, the conversion ratio will be equal to 0.19372 shares of Coca-Cola European Partners for each share of Coca-Cola Amatil. If Coca-Cola European Partners doesnt purchase all of the second tranche at closing, Coca-Cola Holdings (Overseas) Limited will be granted an option, to cause sale to Coca-Cola European Partners all of the remaining unpurchased shares, which will be exercisable for a three year period beginning on the third anniversary of closing.
In related transaction, Coca-Cola European Partners plc made a non-binding indicative proposal to acquire 69.19% stake in Coca-Cola Amatil Limited for AUD 6.4 billion. The entire cash purchase consideration, including for shares to be acquired from Coca-Cola Holdings (Overseas) Limited, will be satisfied by Coca-Cola European Partners from fully committed financing and existing cash resources. Coca-Cola European Partners has arranged a term loan facility of up to 4.4 billion (AUD 7.3 billion) with a syndicate of 13 banks.
The deal is conditional upon satisfaction of due diligence, Australian regulatory approvals, court approval and the implementation of the scheme of arrangement. As of January 29, 2021, the Australian Foreign Investment Review Board approved the transaction. As of March 12, 2021, the transaction has been approved by the Court of New South Wales. Coca-Cola European Partners plc confirms that the entirety of Coca-Cola Company's will be acquired in cash on implementation of the transaction. As of April 15, 2021, the transaction has been approved by New Zealand Overseas Investment Office. Coca-Cola European schedule a meeting on April 16, 2021 for approval of CCL's Independent Shareholder approval and transaction will be effective from April 21, 2021. As of March 12, 2021, the transaction is expected to close during the first half of 2021.
Rothschild & Co SCA (ENXTPA:ROTH), Credit Suisse Group AG (SWX:CSGN) acted as financial advisor to Coca-Cola European Partners plc. Clare Wardle, Paul van Reesch, Jane Wang, Roland Turnill, Rob Innes, Matthew Tobin and Steve Edge of Slaughter and May while Sandy Mak and Adam Foreman of Corrs Chambers Westgarth acted as legal advisors to Coca-Cola European Partners in the deal. Herbert Smith Freehills acted as legal advisor and UBS acted as financial advisor to Coca-Cola Amatil. David Rievman, Alex Jupp and B. Chase Wink of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to The Coca-Cola Company. Credit Suisse are financial advisers to the Affiliated Transaction Committee (ATC) of the Board of Directors of CCEP. Macquarie Capital is also acting as a financial adviser to CCEP in connection with the transaction.
Coca-Cola European Partners plc (ENXTAM:CCEP) completed the acquisition of 30.81% stake in Coca-Cola Amatil Limited (ASX:CCL) from Coca-Cola Holdings (Overseas) Limited on May 10, 2021. With effect from the implementation of the Scheme, Ilana Atlas, Alison Watkins, Massimo (John) Borghetti, Mark Johnson, Paul OSullivan and Penelope Winn have resigned as directors of Amatil, and Betty Ivanoff has resigned as a company secretary of Amatil. Peter West, Steven Paddis and Kathleen Veirman have been appointed as new directors of Amatil. Trading in Amatil wholesale debt securities (ASX: CCLHA, CCLHB and CCLHC) was suspended from the close of trading yesterday, 10 May 2021. Amatil will be removed from the official list of the ASX with effect from the close of trading today, 11 May 2021.