This Tender Offer Statement on Schedule TO is filed by Cott Corporation (Cott) and its indirect
wholly owned subsidiary, Fore Acquisition Corporation, a Delaware corporation (the Purchaser). This Schedule TO relates to the offer by the Purchaser to exchange for each outstanding share of common stock, $0.001 par value per share, of
Primo Water Corporation, a Delaware corporation (Primo), (a) $5.04 in cash and 0.6549 common shares of Cott, (b) $14.00 in cash, or (c) 1.0229 common shares of Cott (together, the transaction consideration), subject in each
case to the election procedures and, in each case of election to receive the all-cash or all-stock consideration, to the proration procedures described in the
Prospectus/Offer, as defined below (collectively, subject to the terms and conditions set forth in the Prospectus/Offer and the related forms of Letter of Election and Transmittal, each as hereinafter described, and together with any amendments or
supplements thereto, the Offer).
Cott filed with the U.S. Securities and Exchange Commission (the SEC) a Registration Statement
on Form S-4 on January 28, 2020, relating to the offer and sale of common shares of Cott to be issued to holders of shares of Primo common stock validly tendered in the Offer and not properly withdrawn
(the Registration Statement). The terms and conditions of the Offer are set forth in the Prospectus/Offer, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (the Prospectus/Offer), and the
related form of Letter of Election and Transmittal, which is filed as Exhibit (a)(1)(A) hereto (the Letter of Election and Transmittal). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer
and the Letter of Election and Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Cott or the Purchaser, is hereby expressly incorporated into this Schedule TO by
reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
Item 1. Summary Term Sheet.
The information set
forth in the sections of the Prospectus/Offer entitled Summary and Questions and Answers About The Offer is incorporated into this Schedule TO by reference.
Item 2. Subject Company Information.
(a) The
subject company of the Offer is Primo Water Corporation (Primo), a Delaware corporation. The address and telephone number of Primos principal executive office is 101 North Cherry Street, Suite 501, Winston-Salem, North Carolina,
United States 27101; phone: (336) 331-4000.
(b) As of January 24, 2020, there were 39,788,916 shares of
Primo common stock, $0.001 par value per share, issued and outstanding.
(c) The information set forth in the section of the Prospectus/Offer entitled
Market Information and Dividend Matters is incorporated into this Schedule TO by reference.
Item 3. Identity and Background of
Filing Person.
The information set forth in the sections of the Prospectus/Offer entitled The Companies - Cott and
The Companies - The Purchaser and Annex D of the Prospectus/Offer entitled Directors and Executive Officers of Cott and the Purchaser is incorporated into this Schedule TO by reference.
Item 4. Terms of the Transaction.
The information
set forth in the Prospectus/Offer is incorporated into this Schedule TO by reference, including the sections of the Prospectus/Offer entitled Summary The Transactions (including The
TransactionsAccounting Treatment, The TransactionsCotts Reasons for the Transactions, and The TransactionsPrimos Reasons for the Transactions),
Exchange Offer Procedures, Merger Agreement, Tender and