Cott Announces Tender Offer and Consent Solicitation
29 Octubre 2009 - 5:00AM
PR Newswire (US)
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. DATASOURCE: Cott
Corporation CONTACT: Investors, Kimball Chapman of Cott
Corporation, +1-813-313-1840,
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