Filed by Cott Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
And deemed filed pursuant to Rule 14d-2
Under the Securities Exchange Act of 1934, as amended
Subject Company: Primo Water Corporation
Commission File No: 001-34850
On
January 13, 2020, Dave Muscato, President of DS Services of America, Inc., a wholly owned subsidiary of Cott Corporation (DS), sent the following email message to certain suppliers of DS.
Dear Valued Supplier,
This morning it was announced that Cott
Corporation, the parent company of DS Services, has entered into an agreement to acquire Primo Water Corporation (Nasdaq: PRMW). Primo is a leading provider of water dispensers, purified bottled water, and self-service refill drinking water in the
U.S. and Canada.
DS Services currently maintains a relationship with Primo as its primary bottler and distributor for Primos water exchange
business. We believe the acquisition will make Cott, which will change its name to Primo Water Corporation (Primo) following closing of the transaction, better positioned to offer a wider breadth of hydration services for our customers. This
rebranding is part of Cotts intentional efforts to disassociate from its legacy beverage businesses that it no longer operates and adopt the recognized water brand that Primo has cultivated.
For now, it continues to be business as usual at DS Services. If you should have any questions, please contact your DS representative. We would like to thank
you for your continued partnership with DS Services and we look forward to continuing our relationship well into the future.
Sincerely,
Dave Muscato
President, DS Services of America
* * *
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/.