Coca-Cola European Partners Plc (ENXTAM:CCE) entered into an agreement to acquire Coca-Cola Erfrischungsgetränke AG from European Refreshments Limited, Coca-Cola Gesellschaft Mit Beschränkter Haftung and Vivaqa Beteiligungs GMBH & Co. KG in stock on August 6, 2015. Spark Orange Limited will issue shares representing 18% of its stake as consideration in the deal. In related deals, Spark Orange Limited entered into an agreement to acquire Coca-Cola Iberian Partners, S.L. and Coca-Cola Enterprises Inc. (NYSE:CCE). Coca-Cola Iberian Partners, S.L., Coca-Cola Erfrischungsgetränke AG and Coca-Cola Enterprises Inc. will form a new entity known as Coca-Cola European Partners Plc. The aggregate one-time cash payment of approximately $3.3 billion will be funded by the new company using newly issued debt. The transaction is considered as a Tax Inversion deal, with Coca-Cola Enterprises Inc. (NYSE:CCE) moving corporate headquarters to London and cutting exposure to higher U.S. taxes. The shares of new company will be traded on Euronext Amsterdam, the New York Stock Exchange and the Madrid Stock Exchange. For the year ended December 31, 2014, Coca-Cola Erfrischungsgetränke AG reported $2.8 billion in revenue and $62 million in operating loss.

John Brock, current Chief Executive of CCE, will be Chief Executive Officer of the new company, while Sol Daurella, Executive Chairwoman of CCIP, will be Chairwoman. Damian Gammell will join CCE as Chief Operating Officer and become Chief Operating Officer of Coca-Cola European Partners upon closing. Manik (“Nik”) Jhangiani, currently the Chief Financial Officer of CCE, will become Coca-Cola European Partners' Chief Financial Officer and Víctor Rufart, currently General Manager of CCIP, will become Chief Integration Officer. The initial Board of Directors of Coca-Cola European Partners will consist of 15 additional members, with the majority of the Board being independent, non-executive directors. Upon the Completion, the Orange Board will be comprised of 17 directors, including: John F. Brock, the current Chief Executive Officer, five directors nominated by buyer, who will be Sol Daurella, Mario Rotllant Sola, Alfonso Líbano Daurella, Juan Luís Gómez-Trenor Fos and José Ignacio Comenge Sánchez-Real seller two directors nominated by Red, who will be J. Alexander M. Douglas, Jr. and Irial Finan, and nine INEDs, who will include two independent directors being selected by an ad hoc committee of the parties and the following seven current directors: L. Phillip Humann, Thomas H. Johnson, Curtis R. Welling, Jan Bennink, Orrin H. Ingram II, Veronique Morali and Garry Watts.

The deal is subject to approval by CCE's shareowners, receipt of regulatory clearances, European Commission's approval and other customary conditions and has been approved by Board of Directors of Coca-Cola Enterprises, Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke AG, each of the competition approvals, the UKLA having approved the EU Prospectus and the EU Prospectus having being published in accordance with the Prospectus Directive as implemented in the United Kingdom, listing and trading on the Amsterdam Stock Exchange; and trading on NYSE Euronext London, the Registration Statement having been declared effective by the SEC, Olive Framework Agreement being in full force and effect and, acquirer shareholder approvals having been obtained, acquirer contribution agreement having been executed, the receipt by sellers of certain tax opinions, seller having executed new bottling agreements with buyer and its subsidiaries having an initial 10-year term with a 10-year renewal term and, except as otherwise agreed, containing other terms materially similar to those currently in effect.

As of November 9, 2015, the transaction was approved by European Commission. As on December 16, 2015, Coca-Cola Enterprises filed a registration statement on Form S-4 with the Securities and Exchange Commission related to the transaction. On April 11, 2016, Coca-Cola Enterprises announced that the Securities and Exchange Commission (“SEC”) has declared effective the Registration Statement. The shareholder meeting of Coca-Cola Enterprises will be held on May 24, 2016. On May 25, 2016, shareholders of Coca-Cola Enterprises approved the transaction. The deal is expected to close in second quarter of 2016. Coca-Cola Company expects the merger to be slightly accretive to 2016 comparable EPS.

Eric Brook, James Arculus, Oliver Lutkens and James Carmichael of Deutsche Bank AG (DB:DBK) acted as financial advisor and Matt Salerno, Vic Lewkow, Simon Jay, Sam Bagot and Raj Panasar, Grant Binder, Nick Levy and Kathleen Emberger of Cleary Gottlieb Steen & Hamilton LLP along with David Rievman and Johannes Frey of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Coca-Cola Company. Andreas Dietzel, Jörg Rhiel, Thomas Gasteyer, Nele Gorny, Afroditi Tsobanelis-Görgen, Lars Laeger and Moritz Erdmann of Clifford Chance in Germany acted as legal advisors for The Coca-Cola Company. Ed Barnett, Eric Shube, Tara Rajah, Michael Maier, Monika Przygoda Dave Lewis, Matthias Horn, Hans-Peter Loew, Sarah Henchoz, James Roe, Chris Harrison, Alasdair Balfour and Justin Stee of Allen & Overy LLP (Hamburg) acted as legal advisor to Coca-Cola Erfrischungsgetränke. Alex Pujol, Manuel Bueno, Álvaro López-Jorrín and Gonzalo García-Fuertes of J&A Garrigues, S.L.P. acted as legal advisor for European Refreshments Limited, Coca-Cola Gesellschaft Mit Beschränkter Haftung and Vivaqa Beteiligungs GMBH & Co. KG. Matthias Horn and Hans-Peter Loew of Allen & Overy acted as legal advisor for European Refreshments Limited, Coca-Cola Gesellschaft Mit Beschränkter Haftung and Vivaqa Beteiligungs GMBH & Co. KG. Credit Suisse acted as financial advisor for Spark Orange Limited. Cahill acted as legal advisor to Coca-Cola Enterprises.