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Developments
Select Companies
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 Anheuser-Busch
Companies Inc
The
Coca-Cola Company
Coca-Cola
Enterprises Inc (Bottler)
PEPSICO
INC
Molson
Coors Brewing Company
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Notable Transactions
Vincor / Constellation Brands
Unsolicited Offer Cross Border
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 Canadian wine company
accepts increased offer
- From US alcohol beverage company
- Initial unsolicited offer of C$31 per share was rejected
- Constellation then made a best and final offer
of C$33
- Constellation had indicated it could offer C$36
per share
in a friendly fully-diligenced deal
- Initial offer was terminated after it failed to win
support
from target shareholders
- Vincor accepts offer of C$36.50 per share
Timeline
- Unsolicited offer announced 9.27.05
- C$33 per share
- 48% premium to pre-offer trading price
- Offer extended to 12.08.05
Canadian
tender offer documents (Unsolicited offer)
Interim
communications
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Adolph Coors / Molson Cross-Border
Merger of Equals
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Creates World's fifth largest brewer
- Combines #13 (Molson) and #8 (Coors)
- Expected US$175 million annual synergies
- Both family-controlled enterprises
- Both with dual-class common stock
- Background
Post-merger
litigation / SEC investigation
- Alleged that adverse business trends weren't
disclosed
- Shareholder suits filed in early May
- SEC starts investigation
6.08.05
Deal
terms
- Molson shareholders to receive Coors stock
-
Form 8-K summary
- Exempt from SEC registration
per §3(a)(10) exemption
- Canadian residents can elect to receive stock in
a Coors Canadian subsidiary that is exchangeable for Coors stock
- Pro forma 55% Molson: 45% Coors ownership split
- Agreement amended to provide for special dividend
to Molson's public shareholders
Announced
7.22.04
SEC_CODE_REF_0090001192884
Completed
2.09.05
Advisors
- Coors: Deutsche Bank / Kirkland & Ellis /
Simpson Thacher / Osler Hoskin
- Molson: Citigroup / BMO Nesbitt Burns /
Weil Gotshal / McCarthy Tetrault
- Molson Independent Committee: Merrill Lynch
Agreements
Proxy
solicitation
Fairness
opinions
- Buyer:
Deutsche Bank
Securities Inc
- Seller: BNO Nesbitt Burns
Interim
communications
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Related Topics
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