Cott Announces Tender Offer and Consent Solicitation
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TORONTO and TAMPA, Fla., Oct. 29 /PRNewswire-FirstCall/ -- Cott Corporation
(NYSE: COT; TSX: BCB) announced today the commencement of a cash tender offer
by its wholly owned subsidiary, Cott Beverages Inc. ("Cott Beverages"), for
any and all of its outstanding 8.0% Senior Subordinated Notes due 2011 (the
"Notes"). Currently, there is approximately $248.3 million aggregate principal
amount of the Notes outstanding. The tender offer is being made pursuant to an
Offer to Purchase and Consent Solicitation Statement and a related Letter of
Instructions, each dated as of October 29, 2009. The offer will expire at
11:59 p.m., New York City time, on November 27, 2009, unless extended or
earlier terminated (the "Expiration Time").
Holders who validly tender (and do not validly withdraw) their Notes on or
prior to the early participation payment deadline of 5:00 p.m., New York City
time, on November 12, 2009 (the "Early Participation Payment Deadline"), and
whose Notes are accepted for payment, will receive total consideration equal
to $1,005.00 per $1,000 principal amount of the Notes (the "Total
Consideration"), plus any accrued and unpaid interest on the Notes up to, but
not including, the early settlement date. The Total Consideration includes an
early participation payment of $30.00 per $1,000 principal amount of the
Notes.
Holders who validly tender (and do not validly withdraw) their Notes after the
Early Participation Payment Date, but on or prior to the Expiration Time, and
whose Notes are accepted for payment, will receive the tender consideration
equal to $975.00 per $1,000 principal amount of the Notes (the "Tender
Consideration"), plus any accrued and unpaid interest on the Notes up to, but
not including, the final settlement date. Holders of Notes who tender after
the Early Participation Payment Deadline will not receive an early
participation payment.
Holders who tender Notes on or prior to the Early Participation Payment
Deadline may withdraw such Notes at any time on or prior to the Early
Participation Payment Deadline.
As part of the tender offer, Cott Beverages is also soliciting consents from
the holders of the Notes for certain proposed amendments that would eliminate
or modify substantially all restrictive covenants contained in the indenture
governing the Notes. Adoption of the proposed amendments with respect to the
Notes requires the consent of the holders of at least a majority of the
outstanding principal amount of the Notes. Holders who tender their Notes
will be deemed to consent to the proposed amendments and holders may not
deliver consents to the proposed amendments without tendering their Notes in
the tender offer. The consent solicitation is being made pursuant to the Offer
to Purchase and Consent Solicitation Statement, and a related Letter of
Instructions, which more fully set forth the terms and conditions of the
consent solicitation.
The tender offer and consent solicitation are subject to customary conditions,
including, among other things, a financing condition.
Provided that the conditions to the tender offer, including the financing
condition that Cott Beverages receives proceeds from its concurrent senior
notes offering, have been satisfied or waived, Cott Beverages will pay for
Notes purchased in the tender offer, together with accrued interest, on either
the early settlement date or the final settlement date, as applicable. Holders
of Notes that have been validly tendered and accepted by Cott Beverages by the
Early Participation Payment Deadline will receive the Total Consideration and
will be paid on the early settlement date, which is expected to be promptly
after satisfaction of the financing condition and following the Early
Participation Payment Deadline, provided that all other conditions to the
offer have been satisfied or waived at such time. Holders of Notes that have
been validly tendered and accepted by Cott Beverages after the Early
Participation Payment Deadline, but on or prior to the Expiration Time, will
receive the Tender Consideration only, and will be paid on the final
settlement date, which is expected to be promptly after the date on which the
Expiration Time occurs.
This press release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell with respect to any securities.
The tender offer and consent solicitation are only being made pursuant to the
terms of the Offer to Purchase and Consent Solicitation Statement and the
related Letter of Instructions. The tender offer and consent solicitation are
not being made in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. None of Cott Beverages, the dealer manager, the solicitation
agent, the information agent, the depositary or their respective affiliates is
making any recommendation as to whether or not holders should tender all or
any portion of their Notes in the tender offer or deliver their consent to the
proposed amendments.
Cott Beverages has engaged Barclays Capital Inc. to act as dealer manager and
solicitation agent for the tender offer and consent solicitation and MacKenzie
Partners, Inc. to act as information agent and depositary for the tender
offer. Requests for documents may be directed to MacKenzie Partners, Inc. at
(800) 322-2885 (toll free) or (212) 929-5500 (collect). Questions regarding
the tender offer or consent solicitation may be directed to Barclays Capital
at (800) 438-3242 (toll free) or (212) 528-7581 (collect).
About Cott Corporation
Cott Corporation is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink company. With
over 2,800 employees, Cott Corporation operates bottling facilities in the
United States, Canada, the United Kingdom and Mexico. Cott Corporation
markets non-alcoholic beverage concentrates in over 50 countries around the
world.
Safe Harbor Statements
This news release contains forward-looking statements, including statements
regarding the completion of the tender offer, and the Total Consideration or
Tender Consideration, as applicable, to be paid to holders of the Notes who
tender their Notes prior to the Early Participation Payment Deadline or prior
to the Expiration Time, as applicable. These statements are based on current
expectations, forecasts and assumptions involving risks and uncertainties that
could cause actual outcomes and results to differ materially. These risks and
uncertainties include, but are not limited to the risk that the conditions to
the offer are not satisfied or waived by the Expiration Time, our ability to
pay the Total Consideration or Tender Consideration, as applicable and other
risks, relevant factors and uncertainties identified in our Annual Report on
Form 10-K for the fiscal year ended December 27, 2008, subsequent Reports on
Form 10-Q and Form 8-K and our other securities filings. Cott Beverages
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
SOURCE Cott Corporation
Investors, Kimball Chapman of Cott Corporation, +1-813-313-1840,
investorrelations@cott.com
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