Coca-Cola FEMSA And Grupo Yoli Reach An Agreement To Merge Their Bottling Operations

Coca-Cola FEMSA, S.A.B. de C.V., the largest public bottler of Coca-Cola products in the world, and Grupo Yoli, S.A. de C.V. and its shareholders (“Grupo Yoli”), one of the oldest family-owned Coca-Cola bottlers in Mexico, operating mainly in the state of Guerrero as well as in parts of the state of Oaxaca, have agreed to merge their operations. Grupo Yoli sold approximately 99 million unit cases of beverages in Mexico in 2012.

The merger agreement has been approved by both Coca-Cola FEMSA’s and Grupo Yoli’s Boards of Directors and is subject to the completion of confirmatory legal, financial, and operating due diligence and to customary regulatory and corporate approvals, including the approval of The Coca-Cola Company and the Comisión Federal de Competencia, the Mexican antitrust authority. Both Coca-Cola FEMSA and Grupo Yoli will call for an extraordinary shareholders meeting for the approval of this merger.

The aggregate enterprise value of this transaction is Ps. 8,806 million. As a result of the merger, Grupo Yoli will receive approximately 42.4 million newly issued KOF series L shares at a value of Ps. 184.0 per share, calculated based on the average closing price of the KOF series L share over the 10 trading days preceding December 12, 2012, date on which we reached a non-binding agreement. The number of shares may be adjusted within agreed upon thresholds, pending the completion of the due diligence process. As part of the transaction, Coca-Cola FEMSA will assume Ps. 1,009 million in net debt.

As a result of this transaction, Coca-Cola FEMSA will become the owner of a 10.14% stake in Promotora Industrial Azucarera, S.A. de C.V. (“PIASA”), a participant in the Mexican sugar industry. Assuming this additional stake, Coca-Cola FEMSA will own 36.3% of one of Mexico’s leading sugar producers.