Coca-Cola European Partners plc entered into a non-binding heads of terms and cooperation letter to acquire 30.81% stake in Coca-Cola Amatil Limited from Coca-Cola Holdings Limited for AUD 2.3 billion.
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.