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    CCL   AU000000CCL2

COCA-COLA AMATIL LIMITED

(CCL)
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Coca-Cola European Partners plc completed the acquisition of 69.19% stake in Coca-Cola Amatil Limited from Martin Currie Australia, Antares Capital Partners Pty. Ltd., Pendal Group Limited and Setanta Asset Management Limited

05/10/2021 EDT

Coca-Cola European Partners plc (ENXTAM:CCEP) entered into a preliminary non-binding term sheet to acquire 69.19% stake in Coca-Cola Amatil Limited (ASX:CCL) from Martin Currie Australia, Antares Capital Partners Pty. Ltd., Pendal Group Limited (ASX:PDL) and Setanta Asset Management Limited for AUD 6.4 billion on October 25, 2020. Under the terms, CCEP will acquire all shares held by independent shareholders of Coca-Cola Amatil Limited (Amatil) at a price of AUD 12.75 per share in cash. CCL and CCEP entered into a binding scheme implementation deed on November 3, 2020. On February 14, 2021, Coca-Cola European Partners plc entered into an amendment deed for a best and final offer of AUD 13.50 per share. In a related transaction, Coca-Cola European Partners (CCEP) entered into a non-binding head of terms and cooperation letter with The Coca-Cola Company ("TCCC") to acquire 30.8% stake in Amatil. The terms offered to TCCC would be less favorable than the terms offered to the Independent Shareholders. The entire cash purchase consideration, including for shares to be acquired from TCCC, will be satisfied by CCEP from fully committed financing and existing cash resources. The Coca-Cola European has arranged a term loan facility of up to €4.4 billion with a syndicate of 13 banks. A termination fee of 0.5% of Amatil's equity value will be payable by Amatil to CCEP in certain circumstances. Credit Suisse will lead the syndicate of banks to finance the transaction. The transaction and related transaction taken together, implies an EV/EBITDA multiple of 10.9x to Amatil's FY19 reported underlying EBITDA. Amatil expects to pay its shareholders a final dividend of AUD 0.18 per share at the end of April 2021. Conditions precedent to the implementation of the Scheme will include requisite regulatory approvals, confirmatory due diligence, joint bid relief from ASIC in respect of the arrangements between CCEP and TCCC, independent expert concluding that the scheme is fair and reasonable and in the best interests of Amatil’s shareholders (other than TCCC) and not changing or withdrawing that conclusion an independent expert concluding that the Scheme is fair and reasonable and in the best interests of Independent Shareholders, Amatil independent shareholder approval, Australian court approval, approval of the Australian authorities, Australian Foreign Investment Review Board approval, New Zealand Overseas Investment Office approval and other customary conditions for a transaction of this nature. As of February 1, 2021, Australian Foreign Investment Review Board approved the transaction. CCL shareholders meeting will be held in early mid-March 2021. The end date for the satisfaction of the conditions is September 30, 2021. Amatil's Related Party Committee, comprising of all Amatil's Independent Non-Executive Directors, unanimously determined that, based on the current price and conditions of the Proposal, it is now in the best interests of Independent Shareholders to allow CCEP to undertake confirmatory due diligence and further negotiate transaction documentation in order to determine if a binding proposal can be presented to Independent Shareholders. If confirmatory due diligence is completed, other conditions satisfied (including CCEP and TCCC entering into an agreement in relation to the acquisition of TCCC's shares by CCEP) and an acceptable scheme implementation deed is negotiated, Amatil's RPC, together with Group Managing Director Alison Watkins, intend 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. CCL Directors unanimously recommends the shareholders to vote in favor of the scheme. Under the now-binding scheme implementation deed, Amatil directors will be subject to a "no talk" restriction, preventing them from speaking to other potential bidders. The agreement includes a "fiduciary carve-out", which means Amatil directors would be obliged to talk to alternative bidders if any were to come forward and their approach was deemed to be in the best interests of independent shareholders. On February 14, 2021, the best and final offer has been unanimously recommended by the Board of Directors of CCL. The revised Scheme remains subject to customary conditions, including CCL's Independent Shareholder approval, court approval and New Zealand foreign investment regulatory approval. The first court hearing expected to be on mid-March 2021 and second on mid late April 2021. The scheme meeting will take place on mid-April 2021. As of April 15, 2021, Receipt of OIO approval means that all of the regulatory approval conditions precedent under the Implementation Deed have now been satisfied. As of April 16, 2021, transaction has been approved by independent shareholders of Coca-Cola Amatil Limited. The Scheme remains subject to the approval of the Court at the hearing scheduled on April 20, 2021. If the Court approves the Scheme, Amatil proposes to lodge an office copy of the orders of the Court with the Australian Securities and Investments Commission. On April 19, 2021, Coca-Cola Amatil announces that the Australian Securities and Investments Commission (ASIC) has granted an extension of the period of time by which Amatil must hold meeting from May 31, 2021 to August 31, 2021. As on April 20, 2021, Supreme Court of New South Wales has approved the transaction. Scheme implementation date is late March/Early April 2021. As of November 3, 2020, the transaction is expected to be implemented at the end of first quarter of 2021. It is expected that Amatil shares will be suspended from trading on the ASX from close of trading on April 21, 2021 and the Scheme will then be implemented on May 10, 2021. The transaction is expected to close in mid-late April 2021. As on March 12, 2021, the deal is expected to close on April 21, 2021. The Scheme approval meeting is expected to take place during April 2021 and, if approved, the implementation date is expected during May 2021. As of April 16, 2021, effective date of scheme is April 21, 2021. The Scheme is currently expected to be implemented on May 10, 2021. Coca-Cola European Partners plc will be renamed Coca-Cola Europacific Partners plc following implementation of the Scheme on May 10, 2021. Coca-Cola Amatil Chief Executive Officer Alison Watkins will leave Coca-Cola Amatil Limited after the completion. Akeel Sachak, Rory Cameron-Mowat and Manfredi Corsini of N M Rothschild & Sons Limited, Chris Forman, Sam Prentic and Andy Hubbard of Rothschild Australia Limited and Credit Suisse Group AG acted as financial advisors to the Affiliated Transaction Committee of the Board of Directors of CCEP. 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. Tony Damian and Jennifer Xue of Herbert Smith Freehills LLP acted as legal advisor and UBS Group AG acted as financial advisor to 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 in the transaction. Macquarie Capital (Europe) Limited acted as a financial advisor to CCEP. Lisa Jacobs, Trevor Ingram, Thomas Donegan, Kristen Garry, Simon Letherman, Laurence Levy and Michael Scargill of Shearman & Sterling LLP acted as legal advisor to Coca-Cola Europacific Partners PLC. Coca-Cola European Partners plc (ENXTAM:CCEP) completed the acquisition of 69.19% stake in Coca-Cola Amatil Limited (ASX:CCL) from Martin Currie Australia, Antares Capital Partners Pty. Ltd., Pendal Group Limited (ASX:PDL) and Setanta Asset Management Limited on May 10, 2021. With effect from the implementation of the Scheme, Ilana Atlas, Alison Watkins, Massimo (John) Borghetti, Mark Johnson, Paul O’Sullivan 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.


ę S&P Capital IQ 2021
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Managers and Directors
Ilana Rachel Atlas Chairman
Debbie Nova Chief Information Officer
Massimo John Borghetti Independent Non-Executive Director
Paul Dominic O'Sullivan Independent Non-Executive Director
Krishnakumar Thirumalai Non-Executive Director