Cott receives early Termination of HSR waiting Period for Cliffstar Acquisition

Cott Corporation announced that on July 30, 2010, the U.S. Department of Justice and Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) for Cott’s proposed acquisition of Cliffstar Corporation (“Cliffstar”).

 

As previously announced, Cott has entered into an Asset Purchase Agreement with Cliffstar to acquire substantially all of the assets and liabilities of Cliffstar and its affiliated companies. The purchase price is $500 million in cash, payable at closing, subject to adjustments for working capital, indebtedness and certain expenses. Cliffstar is entitled to additional contingent earnout consideration of up to a maximum of $55 million, the first $15 million of which is payable upon the taking of substantial steps toward upgrades of certain expansion projects in 2010, and the remainder is based on the achievement of certain performance measures during the fiscal year ending January 2, 2011. Cliffstar is also entitled to $14 million of deferred consideration which will be paid over a three-year period. The closing of the transaction remains subject to receipt of financing and other customary conditions. Expiration of the HSR Act waiting period satisfies one of the conditions of the transaction. The transaction is expected to close in the third quarter of 2010.

 

About Cott Corporation