Coca-Cola Enterprises (NYSE: CCE) (Euronext Paris: CCE)
announced today that the Securities and Exchange Commission (“SEC”)
has declared effective the Registration Statement of Coca-Cola
European Partners Limited (“CCEP”), which relates to the previously
announced transaction by which CCE, Coca-Cola Iberian Partners,
S.A.U. (“CCIP”), and Coca-Cola Erfrischungsgetränke GmbH (“CCEG”),
a wholly owned subsidiary of The Coca-Cola Company (NYSE: KO), will
combine their businesses to create the world’s largest independent
Coca-Cola bottler, based on net sales. The transaction remains on
track to close by the end of second quarter, 2016.
CCE has filed its definitive proxy statement/prospectus with the
SEC and has set the date for a special shareowner meeting to
approve the transaction. The special shareowner meeting will be
held at 8:00 a.m., May 24, 2016, in the Renaissance Atlanta Waverly
Hotel & Convention Center, 2450 Galleria Pkwy, Atlanta, GA
30339. Shareowners of record at the close of business on April 8,
2016, are entitled to vote their shares either in person or by
proxy.
CCE is mailing proxy materials to its shareowners. The
definitive proxy statement/prospectus can also be found on the
SEC's website at www.sec.gov and on CCE’s website at
www.cokecce.com.
ABOUT CCE
Coca-Cola Enterprises, Inc. is the leading Western European
marketer, producer, and distributor of nonalcoholic ready-to-drink
beverages and one of the world’s largest independent Coca-Cola
bottlers. CCE is the sole licensed bottler for products of The
Coca-Cola Company in Belgium, continental France, Great Britain,
Luxembourg, Monaco, the Netherlands, Norway, and Sweden. CCE
operates with a local focus and has 17 manufacturing sites across
Europe, where the company manufactures nearly 90 percent of its
products in the markets in which they are consumed. Sustainability
is core to CCE’s business, and the company has been recognized by
leading organizations in North America and Europe for its progress
in water use reduction, carbon footprint reduction, and recycling
initiatives. For more information about CCE, please visit
www.cokecce.com and follow the company on Twitter at @cokecce.
FORWARD-LOOKING STATEMENTS
This communication may contain statements, estimates or
projections that constitute “forward-looking statements” as defined
under U.S. federal securities laws. Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,”
“seek,” “may,” “could,” “would,” “should,” “might,” “will,”
“forecast,” “outlook,” “guidance,” “possible,” “potential,”
“predict” and similar expressions identify forward-looking
statements, which generally are not historical in nature.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from The Coca-Cola Company’s (“KO”), Coca-Cola Enterprises, Inc.’s
(“CCE”) or Coca-Cola European Partners Limited’s (“CCEP”)
historical experience and their respective present expectations or
projections, including expectations or projections with respect to
the transaction. These risks include, but are not limited to,
obesity concerns; water scarcity and poor quality; evolving
consumer preferences; increased competition and capabilities in the
marketplace; product safety and quality concerns; perceived
negative health consequences of certain ingredients, such as
non-nutritive sweeteners and biotechnology-derived substances, and
of other substances present in their beverage products or packaging
materials; increased demand for food products and decreased
agricultural productivity; changes in the retail landscape or the
loss of key retail or foodservice customers; an inability to expand
operations in emerging or developing markets; fluctuations in
foreign currency exchange rates; interest rate increases; an
inability to maintain good relationships with their partners; a
deterioration in their partners’ financial condition; increases in
income tax rates, changes in income tax laws or unfavorable
resolution of tax matters; increased or new indirect taxes in the
United States or in other tax jurisdictions; increased cost,
disruption of supply or shortage of energy or fuels; increased
cost, disruption of supply or shortage of ingredients, other raw
materials or packaging materials; changes in laws and regulations
relating to beverage containers and packaging; significant
additional labeling or warning requirements or limitations on the
availability of their respective products; an inability to protect
their respective information systems against service interruption,
misappropriation of data or breaches of security; unfavorable
general economic or political conditions in the United States,
Europe or elsewhere; litigation or legal proceedings; adverse
weather conditions; climate change; damage to their respective
brand images and corporate reputation from negative publicity, even
if unwarranted, related to product safety or quality, human and
workplace rights, obesity or other issues; changes in, or failure
to comply with, the laws and regulations applicable to their
respective products or business operations; changes in accounting
standards; an inability to achieve their respective overall
long-term growth objectives; deterioration of global credit market
conditions; default by or failure of one or more of their
respective counterparty financial institutions; an inability to
timely implement their previously announced actions to reinvigorate
growth, or to realize the economic benefits they anticipate from
these actions; failure to realize a significant portion of the
anticipated benefits of their respective strategic relationships,
including (without limitation) KO’s relationship with Keurig Green
Mountain, Inc. and Monster Beverage Corporation; an inability to
renew collective bargaining agreements on satisfactory terms, or
they or their respective partners experience strikes, work
stoppages or labor unrest; future impairment charges;
multi-employer plan withdrawal liabilities in the future; an
inability to successfully manage the possible negative consequences
of their respective productivity initiatives; global or regional
catastrophic events; risks and uncertainties relating to the
transaction, including the risk that the businesses will not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected, which could result in
additional demands on KO’s or CCEP’s resources, systems, procedures
and controls, disruption of its ongoing business and diversion of
management’s attention from other business concerns, the
possibility that certain assumptions with respect to CCEP or the
transaction could prove to be inaccurate, the failure to receive,
delays in the receipt of, or unacceptable or burdensome conditions
imposed in connection with, all required regulatory approvals and
the satisfaction of the closing conditions to the transaction, the
potential failure to retain key employees of CCE, Coca-Cola Iberian
Partners, S.A.U. (“CCIP”) or Coca-Cola Erfrischungsgetränke GmbH
(“CCEG”) as a result of the proposed transaction or during
integration of the businesses and disruptions resulting from the
proposed transaction, making it more difficult to maintain business
relationships; and other risks discussed in KO’s and CCE’s filings
with the Securities and Exchange Commission (the “SEC”), including
their respective Annual Reports on Form 10-K for the year ended
December 31, 2015, which filings are available from the SEC, and
the registration statement on Form F-4, file number 333-208556,
that includes a proxy statement of CCE and a prospectus of CCEP,
which was filed with the SEC by CCEP. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. None of KO, CCE, CCIP or CCEP undertakes any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise. None of KO, CCE, CCIP or CCEP assumes responsibility
for the accuracy and completeness of any forward-looking
statements. Any or all of the forward-looking statements contained
in this filing and in any other of their respective public
statements may prove to be incorrect.
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
IMPORTANT ADDITIONAL INFORMATION AND WHERE
TO FIND IT
CCEP has filed with the SEC a registration statement on Form
F-4, file number 333-208556, which was declared effective on April
11, 2016. The registration statement includes a proxy statement of
CCE that also constitutes a prospectus of CCEP, which is expected
to be mailed to CCE stockholders on or about April 13, 2016.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. You may obtain a copy of the proxy
statement/prospectus and other related documents filed by KO, CCE
or CCEP with the SEC regarding the proposed transaction as well as
other filings containing information, free of charge, through the
website maintained by the SEC at www.sec.gov, by directing a
request to KO’s Investor Relations department at (404) 676-2121, or
to CCE’s Investor Relations department at (678) 260-3110, Attn:
Thor Erickson – Investor Relations.
PARTICIPANTS IN SOLICITATION
KO, CCE and CCEP and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies in
favor of the proposed merger. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of proxies in favor of the proposed merger is set
forth in the definitive proxy statement/prospectus filed with the
SEC. You can find information about KO’s and CCE’s directors and
executive officers in their respective definitive proxy statements
filed with the SEC on March 10, 2016, and March 9, 2016,
respectively. You can obtain free copies of these documents from KO
and CCE, respectively, using the contact information above.
Information regarding CCEP’s directors and executive officers is
available in the definitive proxy statement/prospectus filed with
the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20160411006319/en/
Coca-Cola Enterprises, Inc.Investor
RelationsThor Erickson, +1-678-260-3110orU.S. Media
RelationsFred Roselli, +1-678-260-3421orEuropean
Media RelationsRos Hunt, +44 (0) 7528 251 022
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