PRMW Primo Water Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

PRIMO WATER CORPORATION

(Names of Subject Company)

FORE ACQUISITION CORPORATION

(Purchaser)

COTT CORPORATION

(Parent of Purchaser)

(Names of Filing Persons)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

74165N105

(CUSIP Number of Class of Securities)

Marni Morgan Poe

Chief Legal Officer

Cott Corporation

4221 West Boy Scout Blvd., Suite 400

Tampa, Florida, United States 33607

(813) 313-1732

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

This Tender Offer Statement on Schedule TO is filed by Cott Corporation (“Cott”) and its indirect wholly owned subsidiary, Fore Acquisition Corporation, a Delaware corporation (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to exchange for each outstanding share of common stock, $0.001 par value per share, of Primo Water Corporation, a Delaware corporation (“Primo”), (a) $5.04 in cash and 0.6549 common shares of Cott, (b) $14.00 in cash, or (c) 1.0229 common shares of Cott (together, the “transaction consideration”), subject in each case to the election procedures and, in each case of election to receive the all-cash or all-stock consideration, to the proration procedures described in the Prospectus/Offer, as defined below (collectively, subject to the terms and conditions set forth in the Prospectus/Offer and the related forms of Letter of Election and Transmittal, each as hereinafter described, and together with any amendments or supplements thereto, the “Offer”).

Cott filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 on January 28, 2020, relating to the offer and sale of common shares of Cott to be issued to holders of shares of Primo common stock validly tendered in the Offer and not properly withdrawn (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (the “Prospectus/Offer”), and the related form of Letter of Election and Transmittal, which is filed as Exhibit (a)(1)(A) hereto (the “Letter of Election and Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer and the Letter of Election and Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Cott or the Purchaser, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the sections of the Prospectus/Offer entitled “Summary” and “Questions and Answers About The Offer” is incorporated into this Schedule TO by reference.

Item 2. Subject Company Information.

(a) The subject company of the Offer is Primo Water Corporation (“Primo”), a Delaware corporation. The address and telephone number of Primo’s principal executive office is 101 North Cherry Street, Suite 501, Winston-Salem, North Carolina, United States 27101; phone: (336) 331-4000.

(b) As of January 24, 2020, there were 39,788,916 shares of Primo common stock, $0.001 par value per share, issued and outstanding.

(c) The information set forth in the section of the Prospectus/Offer entitled “Market Information and Dividend Matters” is incorporated into this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

The information set forth in the sections of the Prospectus/Offer entitled “The Companies - Cott” and “The Companies - The Purchaser” and Annex D of the Prospectus/Offer entitled “Directors and Executive Officers of Cott and the Purchaser” is incorporated into this Schedule TO by reference.

Item 4. Terms of the Transaction.

The information set forth in the Prospectus/Offer is incorporated into this Schedule TO by reference, including the sections of the Prospectus/Offer entitled “Summary” “The Transactions” (including “The Transactions—Accounting Treatment,” “The Transactions—Cott’s Reasons for the Transactions,” and “The Transactions—Primo’s Reasons for the Transactions”), “Exchange Offer Procedures,” “Merger Agreement,” “Tender and

Support Agreements,” “Material U.S. Federal Income Tax Consequences,” “Material Canadian Federal Income Tax Consequences” and “Comparison of Stockholders’ Rights,” as well as Annex A, Annex B and Annex C of the Prospectus/Offer, and the information set forth in the Letter of Election and Transmittal is incorporated into this Schedule TO by reference, including the section of the Letter of Election and Transmittal entitled “Instructions.”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the sections of the Prospectus/Offer entitled “The Companies,” “The Transactions—Background of the Transactions,” “The Transactions—Cott’s Reasons for the Transactions,” “The Transactions—Primo’s Reasons for the Transactions; Recommendation of Primo’s Board of Directors,” “The Transactions—Interests of Certain Persons in the Transaction,” “The Transactions—Certain Relationships with Primo,” “Merger Agreement” and “Tender and Support Agreements” is incorporated into this Schedule TO by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The information set forth in the sections of the Prospectus/Offer entitled “Questions and Answers About the Offer—Why is Cott proposing the offer and the mergers?,” “The Transactions—Background of the Transactions,” “The Transactions—Cott’s Reasons for the Transactions,” “The Transactions—Plans for Primo,” “The Transactions—Delisting and Termination of Registration,” and “Merger Agreement” is incorporated into this Schedule TO by reference.

Item 7. Source and Amount of Funds or Other Consideration.

The information set forth in the section of the Prospectus/Offer entitled “The Transactions—Source and Amount of Funds” is incorporated into this Schedule TO by reference.

Item 8. Interest in Securities of the Subject Company.

The information set forth in the sections of the Prospectus/Offer entitled “The Transactions—Certain Relationships with Primo” and “Tender and Support Agreements” is incorporated into this Schedule TO by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) The information set forth in the section of the Prospectus/Offer entitled “The Transactions—Fees and Expenses” is incorporated into this Schedule TO by reference.

Item 10. Financial Statements.

The information set forth in the sections of the Prospectus/Offer entitled “Selected Historical Consolidated Financial Data of Cott,” “Selected Historical Consolidated Financial Data of Primo,” “Selected Unaudited Pro Forma Condensed Combined Financial Data,” “Comparative Historical and Unaudited Pro Forma Per Share Data” and “Where to Obtain Additional Information” is incorporated into this Schedule TO by reference.

Item 11. Additional Information.

The information set forth in the Prospectus/Offer and the Letter of Election and Transmittal is incorporated into this Schedule TO by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2020