PAI Europe VI – PAI and bcIMC Acquisition of Refresco

25 October 2017

Refresco and a consortium of PAI and bcIMC agree on a recommended cash public offer of EUR 20 per share for all shares of Refresco

Paris, France / Victoria, British Columbia, Canada / Rotterdam, the Netherlands – 25 October 2017

A Consortium of PAI Partners SAS (“PAI”) and British Columbia Investment Management Corporation (“bcIMC”) to make a recommended offer of EUR 20 (cum dividend) in cash per ordinary share of Refresco (the “Offer Price”) for a consideration of EUR 1.623 billion.

The Offer Price represents a premium of approximately 22% to the average Refresco closing share price of EUR 16.37 since the announcement of the acquisition of Cott’s bottling activities (“Cott TB”) on 25 July 2017 (the “Average Share Price”) ; a premium of approximately 41% to the Refresco closing share price of EUR 14.21 on 5 April 2017 (the “April Share Price”) ; and an Enterprise Value to EBITDA multiple of approximately 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017.

The Consortium fully supports Refresco’s buy-and-build strategy going forward, including the completion of the Cott TB acquisition. Major shareholders and shareholding members of the Boards, holding in aggregate 26.5% of the total issued and outstanding shares, have committed to tender all their shares. The Consortium has committed financing in place, providing high deal certainty. Refresco’s Executive Board and Supervisory Board fully support and unanimously recommend the offer.

With reference to the press releases of Refresco Group N.V. on 3 October 2017 and 17 October 2017, PAI, bcIMC and Refresco today jointly announce that they have reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC, acting jointly through Sunshine Investments B.V. (“the Offeror" or the “Consortium”) for all the issued and outstanding ordinary shares of Refresco (the "Shares") at an offer price of EUR 20 (cum dividend) in cash per Share (the "Offer").

The Offer Price represents a premium of approximately 22% to the Average Share Price, a premium of approximately 41% to the April Share Price, and a premium of approximately 38% to the Refresco IPO price. The Offer Price values 100% of the Shares at EUR 1.623 billion and equates to an Enterprise Value of approximately EUR 3.3 billion, which implies an EBITDA multiple of 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017.
The Offer provides Refresco’s shareholders with a fair price for their Shares including an attractive premium. The Consortium has fully committed financing in place on a “certain funds” basis and has completed its due diligence, providing high deal certainty and facilitating a swift and efficient transaction process to completion.

Hans Roelofs, CEO of Refresco: “This Offer represents a fair value for our shareholders and is yet another milestone for the Company. The Consortium fully supports our strategy and with its track record, financial strength and understanding of our business, they can support the Company whilst we accelerate our growth plan going forward.

Obtaining a public listing in 2015 was a well-considered decision and it has brought the Company many opportunities. However, we have also grown and prospered under private equity ownership. Our ownership structure is never a goal in itself. Rather, our focus remains on being in an environment that allows us to continue executing our proven strategy of buy-and-build.

The first time PAI approached us was prior to our public listing in 2015. They have always been impressed by our business and performance, and the agreement reached today reflects the important steps Refresco has realised since the IPO. Our latest acquisition of Cott TB, creating the world's largest independent bottler with leadership positions across Europe and North America, is a truly transformational acquisition right at the heart of our buy-and-build strategy.

We are convinced that this is a good transaction for the Company and all stakeholders involved and we therefore recommend our shareholders to accept the Offer. Our focus of growing alongside our customers in the markets where we currently operate and expanding geographically remains unchanged. I look forward to this new phase of private ownership, and for all our employees and customers to capitalize on the opportunities ahead of us.”

Frédéric Stévenin, Managing Partner, PAI: “Refresco is a high-quality business and an attractive consolidation platform in the beverage industry which we intend to fully support using PAI’s wealth of experience in the European food and beverage industry. We share the Refresco management team’s overall vision for the group and we are excited by the opportunity to work with them and the team at bcIMC to realise its potential.”

Jim Pittman, Senior Vice President, Private Equity at bcIMC: "bcIMC has followed Refresco with interest for several years. We feel its scale, global presence, and track record of growth are a good fit for our clients’ portfolios. We are keen to work with PAI, a long-term strategic partner, to support Refresco and management in the execution of its strategic plans over the coming years.”

Process and strategic rationale

In April of this year, Refresco announced that it was approached by PAI with a proposal for the acquisition of 100% of its shares for a consideration of EUR 1.4 billion. The Executive Board and the Supervisory Board (together the “Boards”) did not object to the strategic proposition of a take-private transaction, in particular, as PAI’s interest was principally based on Refresco’s successful buy-and-build strategy, which represented the most important condition for the Boards in considering any proposal. However, at that time, the Boards were of the opinion that the proposed terms and conditions did not reflect the value creation potential stemming from the intended acquisition of Cott TB. Refresco signed the acquisition agreement for Cott TB in July, which is intended to transform Refresco from a pan-European player into the world’s largest independent bottler with leadership positions across Europe and North America, annual turnover of EUR 3.6 billion and 59 production sites with combined production volumes of approximately 12 billion litres.

Over the past few months, there have been various interactions between Refresco and the Consortium. Since early August, the Consortium, as well as other parties, liaised with Refresco in relation to the equity raise that was planned as part of the financing of the Cott TB acquisition. This process confirmed and strengthened the Consortium’s interest in the Company, its operations and its management team. As a result, the Consortium submitted a revised offer on 3 October 2017 of EUR 19.75 per Share in cash (representing a consideration of EUR 1.6 billion), reflecting the progress and developments at Refresco since April.

After due and careful consideration, and interaction on a number of topics, including financial and non-financial conditions, Refresco entered into detailed negotiations with the Consortium. Throughout the process, the Boards of Refresco have met regularly to discuss developments of the process and make key decisions. The Boards of Refresco have received financial and legal advice and have given careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction. On 24 October 2017, the parties reached conditional agreement on a final offer of EUR 20 (cum dividend) in cash per Share and including other terms and conditions that were acceptable to the Company.

The Consortium intends to fully support Refresco management’s existing buy-and-build strategy and would seek to provide access to its extensive network and relationships across the consumer goods sector globally for the Company’s benefit. The Consortium also intends to provide access to capital for the Company to accelerate its buy-and-build strategy, both in Europe and North America. The Consortium believes that the Company will play a prominent role in the consolidation and outsourcing trends of the beverage industry in Europe, North America and worldwide.

The Boards are of the opinion that the Offer Price fully reflects the value creation potential of the Company, including the recent Cott TB acquisition. Accepting the Offer now allows Refresco’s shareholders to realise the value potential immediately instead of over time, whilst eliminating the associated execution risk. Furthermore, it prevents the anticipated dilution from the equity issuance of EUR 200 million that was planned in connection with the financing of the acquisition of Cott TB. The Boards of Refresco believe that the Offer represents a fair price to the Refresco shareholders and is in the best interests of Refresco and all of its stakeholders.

Irrevocables and recommendation

Refresco’s major shareholders (Ferskur, 3i and Tamoa) and the shareholding members of the Boards, representing together 26.5% of the issued and outstanding ordinary shares, have entered into irrevocable undertakings to, subject to customary conditions, tender their Shares if the Offer is launched. The members of the Executive Board will reinvest a part of the proceeds of their tendered Shares in Refresco after the Offer.

In accordance with the applicable public offer rules, any information shared with these major shareholders about the Offer shall, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum in respect of the Offer (if and when issued) and these major shareholders will tender their Shares on the same terms and conditions as the other shareholders.

In reaching its recommendation, the Boards have explicitly taken into account the interests of all stakeholders. The Offer provides high deal certainty, as the Consortium has completed its due diligence and has fully committed financing in place on a “certain funds” basis. This should also allow for swift execution, eliminating uncertainty and unnecessary distraction for the Company. The Consortium will support the Company in the execution of its successful buy-and-build strategy and is able to provide Refresco with expertise and access to capital in support of continued capital expenditures, investments and acquisitions. The Consortium will maintain the current company structure, headquarters, management and employee commitments. PAI and bcIMC respect Refresco’s culture of excellence, which requires highly talented employees and they also fully support the Company’s commitment to its customers.

J.P. Morgan Securities plc has issued a fairness opinion to the Executive Board and Supervisory Board of Refresco and Rabobank has issued a fairness opinion to the Supervisory Board of Refresco.

Taking all these considerations into account, both the Executive Board and the Supervisory Board fully support and unanimously recommend to Refresco shareholders to tender their Shares under the Offer, if and when made.