TIDMCCEP
RNS Number : 9044T
Coca-Cola Europacific Partners plc
20 November 2023
20 November 2023
Coca-Cola Europacific Partners plc (CCEP) today announces it
has, together with Aboitiz Equity Ventures Inc. (AEV), entered into
a definitive agreement to jointly acquire Coca-Cola Beverages
Philippines, Inc. (CCBPI) from
The Coca-Cola Company (KO)
Share Purchase Agreement (SPA)
-- Further to the announcement on 2 August 2023, CCEP today
announces that it has completed its due diligence and entered into
a definitive agreement, together with AEV, to acquire 100% of CCBPI
from KO
-- The SPA confirms the key terms of the proposed acquisition:
o 60:40 ownership structure between CCEP and AEV (1)
o Values 100% of CCBPI at US$1.8 billion on a debt-free,
cash-free basis
o Comprehensive governance arrangements agreed between CCEP and
AEV
-- The SPA is subject to a number of customary closing
conditions, including receipt of required regulatory approvals
Compelling strategic rationale
The acquisition will build on CCEP's successful expansion into
Australia, Pacific & Indonesia (API) in 2021, further
strengthening the partnership with its significant shareholder KO,
and positioning CCEP as the world's largest Coca-Cola bottler by
both revenue and volume while supporting its long-term growth
strategy and focus on driving shareholder value.
CCEP's acquisition of CCBPI, with AEV, one of the leading
conglomerates in the local market, offers a great opportunity to
co-own an established, well-run business with attractive
profitability and growth prospects.
The transaction is a further step for CCEP to create a more
diverse footprint within its existing API business segment. It will
also provide the opportunity to leverage best practice and talent,
including supporting Indonesia's transformation journey. It is
therefore aligned with CCEP's aim of driving sustainable and
stronger growth through diversification and scale, and underpins
the company's mid-term strategic objectives.
_______________________
(1) Subject to adjustment in the event of any currently
unforeseen event which causes AEV to terminate its participation in
the acquisition - in which case CCEP may acquire 60% or 100% of
CCBPI (at the election of KO)
Further information
The transaction is currently expected to close early next year.
Further updates will be provided in due course.
For more information, please see our website:
- https://ir.cocacolaep.com/static-files/0e2aab54-4883-4518-bb2b-c1a5b4d55c2c
(02 August 2023)
- https://ir.cocacolaep.com/static-files/677bf92b-85af-4a50-8520-9f693ff2ec1d
(02 August 2023)
Advisers
Rothschild & Co are acting as financial adviser to CCEP.
BofA Securities (2) are acting as adviser to the Affiliated
Transaction Committee (ATC) of the Board of Directors of CCEP.
Slaughter and May and Villaraza & Angangco are acting as legal
counsel to CCEP.
Related party transaction
By reason of KO's shareholding in CCEP, the sellers are treated
as related parties of CCEP. The transaction has been reviewed and
recommended by the ATC of CCEP, which has been independently
advised by BofA Securities (2) on the financial terms of the
transaction, and, in line with requirements of the UK Disclosure
and Transparency Rules, approved by the Board of Directors of CCEP
who are not nominated by KO.
About CCEP (LEI 549300LTH67W4GWMRF57)
CCEP is one of the leading consumer goods companies in the
world. We make, move and sell some the world's most loved brands -
serving 600 million consumers and helping 2 million customers
across 30 countries grow their business.
We combine the strength and scale of a large, multi-national
business with an expert, local knowledge of the customers we serve
and communities we support.
The Company is currently listed on Euronext Amsterdam, the
NASDAQ Global Select Market, London Stock Exchange and on the
Spanish Stock Exchanges, trading under the symbol CCEP.
For more information about CCEP, please visit www.cocacolaep.com
& follow CCEP on Twitter at @CocaColaEP.
_______________________
(2) Merrill Lynch International ("BofA Securities"), a
subsidiary of Bank of America Corporation, is acting exclusively
for CCEP in connection with the transaction that is the subject of
this announcement and for no one else and will not be responsible
to anyone other than CCEP for providing the protections afforded to
its clients or for providing advice in relation to such
transaction.
About AEV
AEV is one of the leading conglomerates in the Philippines with
over 100 years of business history. It has major investments in
power, banking and financial services, food, infrastructure, land,
and data science and artificial intelligence. AEV is recognized as
one of the best-managed companies in the Philippines and the
region, consistently cited for its commitment to good corporate
governance and sustainability. Currently, the company is on its
Great Transformation journey to become the Philippines' first
Techglomerate as it continues to drive change for a better world by
advancing business and communities.
AEV is a member of the United Nations Global Compact, Global
Compact Network Philippines Board of Trustees, the APEC Business
Advisory Council and the Council for Inclusive Capitalism, and
helps champion sustainability initiatives on a regional level
through policies, advocacies, and initiatives that contribute to
the United Nations Sustainable Development Goals (UN SDGs). With a
clear focus on ESG, the company is implementing its
#OneAboitizSustainability Synergy model which transforms its
life-essential businesses to improve sustainable practices and
continue to create a positive impact on society and the
environment.
Link to AEV's website and release:
https://aboitiz.com/investor-relations/disclosure/
Enquiries
General Counsel and Company Secretary: Clare Wardle;
secretariat@ccep.com
Investor Relations: Sarah Willett; sarah.willett@ccep.com
Media: ccep@portland-communications.com
Forward-Looking Statements
This document contains statements, estimates or projections that
constitute "forward-looking statements" concerning the financial
condition, performance, results, guidance and outlook, dividends,
consequences of mergers, acquisitions, joint ventures, and
divestitures, including the proposed joint venture with Aboitiz
Equity Ventures Inc. (AEV) and acquisition of Coca-Cola Beverages
Philippines, Inc. (CCBPI), strategy and objectives of Coca-Cola
Europacific Partners plc and its subsidiaries (together CCEP or the
Group). Generally, the words "ambition", "target", "aim",
"believe", "expect", "intend", "estimate", "anticipate", "project",
"plan", "seek", "may", "could", "would", "should", "might", "will",
"forecast", "outlook", "guidance", "possible", "potential",
"predict", "objective" and similar expressions identify
forward-looking statements, which generally are not historical in
nature.
Forward-looking statements are subject to certain risks that
could cause actual results to differ materially from CCEP's
historical experience and present expectations or projections. As a
result, undue reliance should not be placed on forward-looking
statements, which speak only as of the date on which they are made.
These risks include but are not limited to:
1. those set forth in the "Risk Factors" section of CCEP's 2022
Annual Report on Form 20-F filed with the SEC on 17 March 2023 and
as updated and supplemented with the additional information set
forth in the "Principal Risks and Risk Factors" section of the H1
2023 Half-year Report filed with the SEC on 2 August 2023;
2. risks and uncertainties relating to the global supply chain
and distribution, including impact from war in Ukraine and
increasing geopolitical tensions and conflicts including in the
Middle East and Asia Pacific region, such as the risk that the
business will not be able to guarantee sufficient supply of raw
materials, supplies, finished goods, natural gas and oil and
increased state-sponsored cyber risks;
3. risks and uncertainties relating to the global economy and/or
a potential recession in one or more countries, including risks
from elevated inflation, price increases, price elasticity,
disposable income of consumers and employees, pressure on and from
suppliers, increased fraud, and the perception or manifestation of
a global economic downturn;
4. risks and uncertainties relating to potential global energy
crisis, with potential interruptions and shortages in the global
energy supply, specifically the natural gas supply in our
territories. Energy shortages at our sites, our suppliers and
customers could cause interruptions to our supply chain and
capability to meet our production and distribution targets;
5. risks and uncertainties relating to potential water use
reductions due to regulations by national and regional authorities
leading to a potential temporary decrease in production volume;
and
6. risks and uncertainties relating to the proposed joint
venture with AEV and acquisition of CCBPI, including the risk that
the proposed transactions may not be consummated on the currently
contemplated terms or at all, or that our integration of CCBPI's
business and operations may not be successful or may be more
difficult, time consuming or costly than expected.
Due to these risks, CCEP's actual future financial condition,
results of operations, and business activities, including its
results, dividend payments, capital and leverage ratios, growth,
including growth in revenue, cost of sales per unit case and
operating profit, free cash flow, market share, tax rate,
efficiency savings, achievement of sustainability goals, including
net zero emissions and recycling initiatives, capital expenditures,
our agreements relating to and results of the proposed joint
venture with AEV and acquisition of CCBPI, and ability to remain in
compliance with existing and future regulatory compliance, may
differ materially from the plans, goals, expectations and guidance
set out in forward-looking statements. These risks may also
adversely affect CCEP's share price. Additional risks that may
impact CCEP's future financial condition and performance are
identified in filings with the SEC which are available on the SEC's
website at www.sec.gov. CCEP does not undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except
as required under applicable rules, laws and regulations. Any or
all of the forward-looking statements contained in this filing and
in any other of CCEP's public statements may prove to be
incorrect.
End
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