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With reference to the joint press release dated 25 October 2017 and the publication of the Offer Memorandum today, the Offeror and Refresco jointly announce that the Offeror is making a recommended cash offer to all holders of shares (“Shareholders”) to acquire their Shares at an Offer Price of EUR 20 (cum dividend) in cash per Share.

Highlights

  • Recommended public offer for all Shares (the “Offer”) by PAI Partners SAS (“PAI”) and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation (“bcIMC”), acting jointly through Sunshine Investments B.V. (the “Offeror”) at an offer price of EUR 20 (cum dividend) in cash per tendered Share (the “Offer Price”)
  • Refresco’s Executive Board and Supervisory Board (together the “Boards”) fully support and unanimously recommend the Offer
  • Certain major Shareholders and all shareholding members of the Boards, holding in aggregate 26.5 % of all issued and outstanding Shares, have irrevocably agreed to support the Offer and tender all of their Shares, provided that the Boards continue to recommend the Offer
  • The Offeror and Refresco have agreed on certain important non-financial terms, including:
  • Support and respect the buy-and-build strategy of Refresco
  • Existing rights and benefits of the employees of Refresco will be respected
  • Headquarters, central management and key support functions to remain in Rotterdam, the Netherlands
  • The acceptance period commences at 09:00 hours CET, on 23 January 2018 and, unless extended, expires at 17:40 hours CET, on 19 March 2018
  • A position statement providing further information to the Shareholders, including the agenda for the EGM, is made available on the corporate website of Refresco

Hans Roelofs, CEO of Refresco: “I am excited to announce the next step in the development of our company with the launch of the Offer today. Over the past 17 years, Refresco has successfully implemented its buy-and-build strategy with 22 acquisitions. It is exactly because of this strategy that the consortium is interested in the acquisition of Refresco, and with their full support of our strategy going forward, we will be able to further accelerate our growth plans.

We have become an important player in the consolidation and outsourcing trends of the beverage industry in Europe. We are currently in the process of completing our transformational acquisition of Cott TB. With the remedy to sell off the Aseptic PET facility at the Nelson site, we also have approval in principle from the UK competition authority, which is the last condition precedent.

With this latest acquisition, which is fully supported by the consortium, we create the world’s largest independent bottler with leadership positions across Europe and North America.

We are convinced that the Offer fully reflects the value creation potential of the combined company, allowing our Shareholders to realise the value of the synergy potential immediately instead of over time. With the consortium’s track record, financial strength and understanding of our business, they can support Refresco going forwards and we believe the Offer secures the longer-term interests of Refresco, our employees and customers in the best possible way.”

With reference to the press releases of Refresco Group N.V. on 3 October 2017 and 17 October 2017, PAI, bcIMC and Refresco today jointly announce that they have reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC, acting jointly through Sunshine Investments B.V. (“the Offeror” or the “Consortium”) for all the issued and outstanding ordinary shares of Refresco (the “Shares”) at an offer price of EUR 20 (cum dividend) in cash per Share (the “Offer”).

The Offer Price represents a premium of approximately 22 % to the Average Share Price, a premium of approximately 41 % to the April Share Price, and a premium of approximately 38 % to the Refresco IPO price. The Offer Price values 100 % of the Shares at EUR 1.623 billion and equates to an Enterprise Value of approximately EUR 3.3 billion, which implies an EBITDA multiple of 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017.

The Offer provides Refresco’s shareholders with a fair price for their Shares including an attractive premium. The Consortium has fully committed financing in place on a “certain funds” basis and has completed its due diligence, providing high deal certainty and facilitating a swift and efficient transaction process to completion.

Hans Roelofs, CEO of Refresco: “This Offer represents a fair value for our shareholders and is yet another milestone for the Company. The Consortium fully supports our strategy and with its track record, financial strength and understanding of our business, they can support the Company whilst we accelerate our growth plan going forward.

Obtaining a public listing in 2015 was a well-considered decision and it has brought the Company many opportunities. However, we have also grown and prospered under private equity ownership. Our ownership structure is never a goal in itself. Rather, our focus remains on being in an environment that allows us to continue executing our proven strategy of buy-and-build.

The first time PAI approached us was prior to our public listing in 2015. They have always been impressed by our business and performance, and the agreement reached today reflects the important steps Refresco has realised since the IPO. Our latest acquisition of Cott TB, creating the world’s largest independent bottler with leadership positions across Europe and North America, is a truly transformational acquisition right at the heart of our buy-and-build strategy.

We are convinced that this is a good transaction for the Company and all stakeholders involved and we therefore recommend our shareholders to accept the Offer. Our focus of growing alongside our customers in the markets where we currently operate and expanding geographically remains unchanged. I look forward to this new phase of private ownership, and for all our employees and customers to capitalize on the opportunities ahead of us.”

Frédéric Stévenin, Managing Partner, PAI: “Refresco is a high-quality business and an attractive consolidation platform in the beverage industry which we intend to fully support using PAI’s wealth of experience in the European food and beverage industry. We share the Refresco management team’s overall vision for the group and we are excited by the opportunity to work with them and the team at bcIMC to realise its potential.”

Jim Pittman, Senior Vice President, Private Equity at bcIMC: “bcIMC has followed Refresco with interest for several years. We feel its scale, global presence, and track record of growth are a good fit for our clients’ portfolios. We are keen to work with PAI, a long-term strategic partner, to support Refresco and management in the execution of its strategic plans over the coming years.”