22 Jan 2018

This is a joint press release by Refresco Group N.V. (“Refresco” or the “Company”) and 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”), pursuant to Section 4, paragraph 1, Section 10, paragraphs 1 sub c and 3, and Section 18 paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Refresco (the “Shares”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Refresco. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum”) approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, “AFM”). The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum.

Offer Memorandum available as of today - Offer to be discussed at Refresco EGM on 5 March 2018 - Acceptance period ends on 19 March 2018

Paris, France / Victoria, British Columbia, Canada / Rotterdam, the Netherlands - 22 January 2018

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.

Download the offer memorandum here

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.”