Cott Corporation, a leading provider of home and office bottled water delivery services in North America and Europe and a leader in custom coffee roasting for the U.S. food service industry, announced that Eden Springs, a wholly-owned subsidiary of Cott, acquired Viteau International B.V (“Viteau”).

The acquisition of Viteau, a leading supplier of bottled water and point-of-use filtration services in the Netherlands, strengthens Eden Springs’ density in the region to include 6,500 machines on location, 4,000 of which are bottled water coolers and 2,500 are point-of-use filtration.

“Viteau is one of the leading water suppliers in the Netherlands and has built a strong reputation with their customers,” said Antonio Alarcon, President of Eden Springs Continental Europe. “This acquisition strengthens our commercial customer base and further leverages our leading market position in the region. We are pleased to welcome Viteau’s customers to the Eden Springs platform and look forward to supplying their hydration needs.”

“We are pleased that our customers will continue to receive high quality products and service from Eden Springs,” said Benno Kuijf, owner of Viteau. “The strength of the Eden Springs platform and their commitment to excellence made Eden Springs the perfect choice to continue serving our customers.”

Cott Corporation announced the sale of its soft drink concentrate production business and its RCI International division (“Cott Beverages LLC”) to Refresco for USD 50 million, who in turn sold the RCI worldwide branded activities to RC Global Beverages Inc.

“This transaction is the final step in the transformation of our business where selling the remaining business unit of the traditional carbonated soft drinks business is consistent with our strategy of accelerating the growth across our platform in water, coffee, tea, extracts and filtration solutions,” commented Tom Harrington, Cott’s Chief Executive Officer. “We want to thank all the associates of Cott Beverages LLC for their contributions and wish them well as they rejoin their former traditional bottling business colleagues and become a part of Refresco,” continued Mr. Harrington.

Hans Roelofs, CEO Refresco: “We are pleased to add Cott’s Columbus concentrate manufacturing facility to Refresco North America. It adds extensive innovation capabilities and skills and creates a global center of excellence for beverage concentrate manufacturing. It is a perfect fit with our business.  We have decided to divest the RCI International branded activities and find an owner who can bring similar focus and continuity to this iconic brand. With RC Global Beverages Inc., we believe we have found an excellent match. The sale of Columbus from Cott to Refresco and the sale of the RCI International activities from Refresco to RC Global Beverages Inc. took place simultaneously.”

Refresco, an independent bottler of beverages for retailers and A-brands in Europe and North America, today announces that the UK Competition and Markets Authority (CMA) has given the green light for the integration of Cott’s bottling activities in the UK. The CMA’s approval follows the sale of the Aseptic PET facility at Cott’s Nelson site to Sunmagic Juice Limited.Refresco completed the acquisition of Cott’s b

ottling activities on 30 January 2018 and integration of the two businesses began immediately in North America. Today’s announcement enables the start of the integration into one organization in the UK as well. As a result, Refresco can now truly operate as one integrated company and moves forward as the world’s largest independent bottler for retailers and A-brands.

Creating the world’s largest independent bottler for retailers and A-brands

Refresco, an independent bottler of beverages for retailers and A-brands in Europe and the US, announced completion of the acquisition of the bottling activities of Cott.

In combining Refresco’s strong European capabilities and Cott’s strength in the UK and North America, Refresco almost doubles its production volume to approximately 12 billion liters. The combination provides customers access to seamless service across geographies and an unrivalled production platform with access to all non-alcoholic beverages categories. Refresco now has a footprint of 59 facilities in 12 countries, employing over 9,500 people.

Integration and next steps

The closing follows Refresco shareholder approval, the approval in principle of the UK competition authority (CMA) and the relevant competition authorities in both the US and Canada. The CMA’s green light is conditional upon the sale of the Aseptic-PET facility at the Nelson site to a suitable buyer. Until that time Refresco and Cott will continue to operate separately in the UK.  Integration will start immediately in North America. In the UK, integration will commence once we have executed the proposed remedy.

In the new combination, Refresco’s activities in North America are significantly extended, resulting in national coverage with 22 manufacturing sites in the US, 4 manufacturing sites in Canada and 1 manufacturing site in Mexico. Furthermore, Refresco now has 26 manufacturing sites in continental Europe and 6 manufacturing sites in the UK.  In the UK, Cott’s bottling business will be integrated into Refresco Europe and Cott’s North American organization will be combined with Refresco North America.

The Cott bottling activities add new capabilities and expertise as well as the potential to share best practices across the combined activities of Refresco. There is significant value creation potential through scale benefits in raw material and packaging procurement, the realization of opex and capex efficiencies in footprint, utilization and logistical optimization, as well as benefits from integration and streamlining of the combined organization.

Further to the announcements made by Refresco on 25 July 2017 and 3 January 2018 regarding the acquisition of Cott’s bottling activities, Refresco announced that the UK Competition and Markets Authority (CMA) has in principle accepted the remedy proposed by Refresco. Refresco anticipates to complete the acquisition of Cott’s bottling activities on 30 January 2018.

On 3 January 2018, the CMA decided that the acquisition of Cott’s bottling activities by Refresco raises potential competition concerns in the United Kingdom for one specific category, juice drinks in PET using a special aseptic production process that allows them to be sold preservative-free and without refrigeration. In the UK, the combined company produces these products in only two factories, Bridgwater (Refresco) and Nelson (Cott).

To address the potential competition concerns raised by the CMA, Refresco in consultation with Cott, offered as a remedy to sell off the Aseptic PET facility at the Nelson site. This facility will be sold to a suitable buyer.  Rabobank has been appointed to lead this sales process. Until all requirements are met, Refresco and Cott will continue to operate separately in the UK, while the integration in the other jurisdictions will start shortly after completion of the acquisition.

CEO Refresco, Hans Roelofs: “The acceptance of our remedy by the CMA is an important milestone on the path to completing this transformational acquisition of Cott’s bottling activities. We continue to fully cooperate with the CMA and to search for a suitable buyer in order to deliver on the required remedies. We will now focus on the next steps to completion and look forward to creating the world’s largest independent bottler with leadership positions across Europe and North America.”

Further to the announcement on July 25, 2017 regarding Refresco’s acquisition of Cott’s bottling activities, Refresco (Euronext Amsterdam: RFRG) provides a progress update on the UK Competition and Markets Authority (“CMA”) process.

Refresco has been informed by the CMA that the acquisition of Cott’s bottling activities raises potential competition concerns in the United Kingdom for one specific category, juice drinks in PET using a special aseptic production process that allows them to be sold preservative-free and without refrigeration. In the UK, the combined company produces these products in only two factories, Bridgwater (Refresco) and Nelson (Cott). Refresco is currently examining the details of the decision. Refresco is willing to offer suitable remedies and will fully cooperate with the CMA to address the concerns raised.

CEO Refresco, Hans Roelofs: “The initial investigation of the CMA did not find any competition concerns for most of our products. However, they have raised concerns for one specific product category produced by Refresco and Cott.

With the clearance we received earlier in the process from the U.S. and Canadian regulatory authorities and the overwhelming support from our shareholders, we are willing to propose remedies to the CMA to address this specific issue and put us on the right track to also obtain clearance in the UK. We continue to cooperate with the CMA in order to progress the acquisition and work towards a successful completion.”

A further update will be provided at the appropriate moment.

Public offer for all shares of Refresco and the acquisition of Cott’s bottling activities on track

On 25 October 2017, Refresco announced that it had reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC for all the issued and outstanding shares of Refresco for an offer price of €20 (cum dividend) in cash per share. Both the Executive Board and the Supervisory Board of Refresco unanimously recommend shareholders to tender their shares. Based on the required steps and subject to the necessary approvals, Refresco and the consortium anticipate that the offer will close in Q1 2018.

The consortium fully supports Refresco’s buy-and-build strategy going forward, including the acquisition of Cott’s bottling activities which was announced on 25 July 2017. Refresco expects the acquisition to close in Q4 2017.

Q3 2017 Highlights^[1]

• Volume including acquisitions increased 2.7 % to 1,853 million liters (Q3 2016: 1,804 million liters).
• Contract manufacturing volume comprised 36.9 % of total volume, up from 27.0 % in Q3 2016.
• Gross profit margin per liter increased to 13.9 euro cents (Q3 2016: 13.8 euro cents).
• Adjusted EBITDA amounted to €61 million (Q3 2016: €68 million).
• Adjusted EPS was €0.28 (Q3 2016: €0.39).

CEO Refresco, Hans Roelofs commented:

“We had a challenging third quarter with weak market conditions. Volumes increased by 2.7%, driven primarily by the acquisition of Whitlock Packaging in the US in 2016 and the continued growth in contract manufacturing. Excluding acquisitions volumes declined due to poor summer weather in Western Europe and continued pressure on retailer brand volume.”

“In line with our strategy, contract manufacturing showed solid volume growth across most geographies as we are outperforming the contract manufacturing market. The outsourcing trend by international A-brands is clearly gathering pace with greater emphasis on innovation, more SKUs and different formats and therefore towards the ability to handle more complexity.”

“Gross profit margin per liter was better than expected at 13.9 euro cents compared to 13.8 euro cents in the third quarter of 2016. This reflects the decision to decline low margin contracts in the retailer brand market, mainly in Germany and Iberia. Adjusted net profit came in at €23 million compared to €32 million in the third quarter of last year. One-off costs in the quarter related to the acquisition of Cott’s bottling activities and the restructuring of the plant in Hamburg.”

“In October we announced the public offer made by the consortium of PAI and bcIMC for all the shares of Refresco. We firmly believe this is a good transaction for our stakeholders and represents a fair price for shareholders. The consortium fully endorses our buy-and-build strategy including the intended acquisition of Cott’s bottling activities which will create the world’s largest independent bottler with leadership positions across Europe and North America. Supported by the consortium’s track record, financial strength and understanding of our business we will be able to accelerate our growth plans and move forward on our journey to put our drinks on every table.”

Please open the link for the full report: http://bit.ly/2zI2ai8

¹ Change percentages and totals calculated before rounding.

With reference to the press release dated 3 October 2017, Refresco Group N.V. announced it has entered into negotiations with PAI Partners SAS (PAI).

On 3 October, Refresco received an unsolicited, indicative and conditional proposal from PAI, which was carefully reviewed by the Executive Board and the Supervisory Board in line with their fiduciary duties. Since, interaction has taken place with PAI on a number of topics, including the financial and non-financial conditions. Following this interaction, the company has now entered into negotiations with PAI.

The Boards will take the interest of all stakeholders into account, and will continue to focus on the closing of the transformational acquisition of Cott’s bottling activities.

Refresco Group N.V. announced that its shareholders have approved the acquisition of Cott’s bottling activities during an Extraordinary Shareholders Meeting held today. With this transformational acquisition, right at the heart of Refresco’s buy and build strategy, the company creates the world’s largest independent bottler with leadership positions across Europe and North America.

78.9 % of all outstanding ordinary shares were represented at the meeting. The resolution to approve (within the meaning of Section 2:107a of the Dutch Civil Code) the acquisition was adopted by 99.5 % of the votes cast. With this approval an important step is taken towards closing of the transaction, which is expected to take place in the 4th quarter of 2017, subject to the satisfaction of the remaining closing conditions, including regulatory approvals.

CEO Refresco, Hans Roelofs: “The bottling activities of Cott are a perfect strategic fit to our current activities. With this acquisition, we create a nationwide coverage in the US, the largest single soft drinks market globally, while adding significant capacity and extending our broad product portfolio in the UK. It is a unique, transformational transaction marking a step change in the industry. It reinforces our position as leading independent bottler for retailers and A-brands, creating a company with combined production volumes of approximately 12 billion liters across 59 production sites.
After our entry in North America with the acquisition of Whitlock Packaging only a year ago, I am very proud to be able to significantly enlarge our presence in this region and provide our customers access to an enhanced global network. The process is on track to close in the fourth quarter of this year, providing significant value creation opportunities for all of our stakeholders.”