The foregoing description of the support agreements and side letters is qualified in its entirety by the
full text of the forms of the agreements and side letters, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Commitment Letter
On January 13, 2020, in
connection with the execution of the merger agreement, Cott also entered into a financing commitment letter (the commitment letter) with Deutsche Bank AG, New York Branch (the commitment party), pursuant to which the
commitment party has committed, subject to the terms and conditions set forth therein, to lend Cott up to $400,000,000 for the purpose of financing the offer and the mergers, including but not limited to the transaction consideration and certain
fees and expenses of Cott, Holdings, the Purchaser and Merger Sub.
The foregoing description of the commitment letter is qualified in its entirety by the
full text of the commitment letter, which is attached hereto as Exhibit 10.3, and is incorporated by reference herein.
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 Purchaser 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/.
Forward-Looking 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 transaction, and the potential impact the transaction will have on Primo or Cott
and other matters related to either or both of them. The forward-looking statements are based on assumptions regarding current plans and estimates of management of Cott and Primo. Such management believes these assumptions to be reasonable, but
there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those described in this
communication include, among others: changes in expectations as to the closing of the transaction including timing and changes in the method of financing the transaction; the satisfaction of the conditions precedent to the consummation of the
proposed transaction (including a sufficient number of Primo shares being validly tendered into the exchange offer to meet the minimum condition), the risk of litigation and regulatory action related to the proposed transactions, expected synergies
and cost savings are not achieved or achieved at a slower pace than expected; integration problems, delays or other related costs; retention of customers and suppliers; and unanticipated changes in laws, regulations, or other industry standards
affecting the companies; and other risks and important factors contained and identified in Cotts and Primos filings with the SEC, including their respective Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K.