Item 7.01
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Regulation FD Disclosure
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On January 13, 2020, Primo Water Corporation (Primo) entered into an Agreement and Plan of Merger with Cott Corporation
(Cott), Cott Holdings Inc., a wholly owned subsidiary of Cott (Holdings), Fore Merger LLC, a wholly owned subsidiary of Holdings (Merger Sub) and Fore Acquisition Corporation, a wholly owned subsidiary of Merger
Sub (the Purchaser). A copy of the joint press release issued by the parties is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1
attached hereto, is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
As described in Item 7.01 herein, on January 13, 2020, Primo entered into an Agreement and Plan of Merger with Cott, Holdings, the
Purchaser and Merger Sub.
Additional Information and Where to Find It
This communication relates to a pending business combination between Cott and Primo. The exchange offer referenced in this communication has
not yet commenced. This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the parties will file with the
U.S. Securities and Exchange Commission (the SEC). At the time the exchange offer is commenced, Cott and its acquisition subsidiary will file an exchange offer statement on Schedule TO, Cott will file a registration statement on Form S-4 and Primo will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. Each of Cott and Primo also plan to file
other relevant documents with the SEC regarding the proposed transaction. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO TENDER, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION
STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS, WILL CONTAIN IMPORTANT INFORMATION. PRIMO STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PRIMO SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to
Tender, the related Letter of Transmittal and certain other exchange offer documents will be made available to all of Primos stockholders at no expense to them. The exchange offer materials and the Solicitation / Recommendation Statement will
be made available for free on the SECs website at www.sec.gov. Copies of the documents filed with the SEC by Cott will be available free of charge under the heading of the Investor Relations section of Cotts website
at www.Cott.com/investor-relations/. Copies of the documents filed with the SEC by Primo will be available free of charge under the SEC filings heading of the Investors section of Primos website at http://ir.Primowater.com/.
Safe Harbor Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve inherent risks and uncertainties
and you are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. These statements can otherwise be identified by the use of words such as
anticipate, believe, could, estimate, expect, feel, forecast, intend, may, plan, potential, predict,
project, seek, should, would, will, and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The
forward-looking statements contained in this communication include, but are not limited to, statements related to Cotts and Primos plans, objectives, expectations and intentions with respect to the proposed transaction and the combined
company, the anticipated timing of the proposed