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Cott to Rebrand its Corporate Name to Primo Baptize Corporation Afterward the Acquisition

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TORONTO and TAMPA, FL and WINSTON-SALEM, NC, Jan. 13, 2020 /PRNewswire/ – Cott Corporation (NYSE:COT; TSX:BCB) (the “Company” or “Cott”), today appear that it has entered into a absolute acceding pursuant to which Cott will access Primo Baptize Corporation (Nasdaq:PRMW) (“Primo”) for $14.00 per allotment payable in banknote and banal (or a aggregate thereof) at the acclamation of Primo’s stockholders, accountable to the acceding of the alliance agreement. The transaction, which ethics Primo at about $775 million, was absolutely accustomed by both the Cott and Primo Boards of Directors. Primo is a arch provider of baptize dispensers, antiseptic bottled water, and self-service bushing bubbler baptize in the U.S. and Canada.

The aggregate of Cott and Primo, alternating with the contempo advertisement of Cott’s appraisal of assertive cardinal alternatives for its S&D Coffee and Tea (“S&D”) business, including a auction of S&D, will alteration Cott into a pure-play baptize company.

“I am excited, as the accession of Primo and planned auction of S&D will aftereffect in a pure-play baptize aggregation that increases top-line advance and margins and drives abiding amount conception for our shareholders. As we about-face to our new business model, we are demography the befalling to rebrand our aggregation as Primo Baptize Corporation to reflect the arch position we accept in the growing and adorable baptize bazaar with the befalling to be revalued in band with our baptize peers,” commented Tom Harrington, Cott’s Chief Executive Officer. “As Primo and Cott accept been cardinal ally for six years, we apprehend a bland alteration and integration.”

Billy D. Prim, Primo’s acting CEO and Executive Chairman, commented, “This aggregate of two awful accustomed baptize companies creates acute amount for all stakeholders, including our customers, employees, shareholders and suppliers. The anew created aggregation will accept about $2.0 billion in accumulated baptize sales and a appearance in 21 countries worldwide.  We are aflame about the befalling to accommodate acceptable hydration solutions to added bodies than either aggregation could accept done alone.”

COMPELLING STRATEGIC AND FINANCIAL RATIONALE

The accession of Primo and Cott’s connected alteration into a pure-play baptize solutions provider is accepted to:  

“The accession of Primo meets all of our quantitative and qualitative accession criteria, and we apprehend will access acquirement advance and EBITDA margins, be accretive to balance per allotment and bear a banknote on banknote IRR aloft our amount of capital,” commented Mr. Harrington.

TRANSACTION DETAILS

Under the acceding of the alliance agreement, a wholly-owned accessory of Cott will promptly arise an barter activity to access all of the outstanding shares of Primo’s accepted stock, and anniversary allotment of Primo accepted banal will be exchanged for $5.04 in banknote and 0.6549 accepted shares of Cott, or, at the acclamation of Primo’s stockholders, for $14.00 in banknote or 1.0229 accepted shares of Cott, accountable to the proration procedures set alternating in the alliance agreement.  

The cleanup of the barter activity is accountable to assorted conditions, including a minimum breakable of a majority of outstanding shares of Primo accepted banal and added accepted conditions. Afterward cleanup of the barter offer, that accessory will absorb with and into Primo and Primo will become a wholly-owned accessory of Cott. Any acceptable shares not validly tendered will be annulled and adapted into the appropriate to accept the aforementioned amount per allotment offered in the barter offer. Upon achievement of the acquisition, Primo shares will cease to be traded on Nasdaq.

Cott will pay a absolute of about $216 actor in banknote to Primo stockholders, adjourned with the gain of a new appellation debt arising or gain from the auction of S&D Coffee and Tea, and affair about 26.8 actor new shares to Primo stockholders. Cott has acquired costs commitments of up to $400 actor from an associate of Deutsche Bank Balance Inc. to abutment the acquittal of the accession amount and the refinancing of Primo’s debt.

In affiliation with the beheading of the alliance agreement, Primo admiral and admiral who are benign owners of 10.4% of Primo disinterestedness accept entered into abutment agreements with Cott pursuant to which they accept agreed to breakable their accepted banal in the barter activity and accept to accept the banal application in account of their accepted stock.

Pursuant to the acceding of the alliance agreement, Billy D. Prim and Susan E. Cates, accepted associates of Primo’s lath of directors, will accompany Cott’s lath afterward the closing.

The transaction is accepted to abutting in March 2020, accountable to the altitude to the barter activity and added accepted closing conditions.

Deutsche Bank Balance Inc. acted as banking adviser to Cott and Drinker Biddle & Reath LLP and Goodmans LLP provided acknowledged admonition to Cott. Goldman Sachs acted as banking adviser to Primo and K&L Gates LLP provided acknowledged admonition to Primo.

TRANSACTION CONFERENCE CALL

Cott Corporation and Primo will host a appointment alarm today, January 13, 2020, at 10:00 a.m. ET, to altercate the transactions, which can be accessed as follows:

North America: (888) 231-8191International: (647) 427-7450Conference ID: 9697976

A accelerate presentation and alive audio webcast will be accessible through Cott’s website at https://www.cott.com. The appointment alarm will be recorded and archived for playback on the broker relations area of the website for a aeon of two weeks afterward the event.

As a aftereffect of the announcement, Primo will abolish today’s appearance at the ICR conference, including their presentation and one on one meetings. In lieu of their presentation Primo will participate in today’s Cott appointment alarm and will reschedule their appearance at the ICR Appointment to January 14th area they will be abutting by the Cott aggregation for one on one broker meetings.

ABOUT COTT CORPORATION

Cott is a water, coffee, tea, extracts and filtration account aggregation with a arch volume-based civic appearance in the North American and European home and appointment commitment industry for bottled water, and a baton in custom coffee roasting, algid tea blending, and abstract solutions for the U.S. foodservice industry. Our belvedere alcove over 2.5 actor barter or commitment credibility beyond North America and Europe and is accurate by strategically amid sales and administration accessories and fleets, as able-bodied as wholesalers and distributors. This enables us to calmly account residences, businesses, restaurant chains, hotels and motels, baby and ample retailers and healthcare facilities.

ABOUT PRIMO WATER CORPORATION

Primo Baptize Corporation (Nasdaq: PRMW) is an environmentally and ethically amenable aggregation with the purpose of alarming convalescent lives through bigger water. Primo is North America’s arch distinct antecedent provider of baptize dispensers, multi-gallon antiseptic bottled water, and self-service bushing bubbler water. Primo’s Dispensers, Barter and Bushing articles are accessible in bags of retail locations and online throughout the United States and Canada. For added advice and to apprentice added about Primo Water, amuse appointment our website at www.primowater.com.

Non-GAAP Measures

To supplement its advertisement of banking measures bent in accordance with GAAP, Cott utilizes assertive non-GAAP banking measures. Cott utilizes adapted EBITDA and adapted EBITDA allowance on a angle abandoned and pro forma basis to abstracted the appulse of assertive items from the basal business. Cott additionally uses pro forma LTM acquirement and adapted EBITDA to accommodate a allegory of abounding year periods. Because Cott uses these adapted banking after-effects in the administration of its business, administration believes this added advice is advantageous to investors for their absolute appraisal and compassionate of Cott’s basal business achievement and the achievement of its management.  With account to our expectations of achievement of Primo as it is actuality integrated, reconciliations of 2020 estimated adapted EBITDA, balance accession and banknote on banknote IRR are not available, as we are clumsy to quantify assertive amounts that would be appropriate to be included in the accordant GAAP measures after absurd effort. We apprehend that the bare reconciling items, which primarily accommodate taxes, absorption costs that would activity if the aggregation issued debt, costs to abduction synergies and phasing of capex, could decidedly affect our banking results. These items depend on awful capricious factors and any such reconciliations would betoken a amount of attention that would be ambagious or ambiguous to investors. We apprehend the airheadedness of these factors to accept a significant, and potentially unpredictable, appulse on our approaching GAAP banking results. The non-GAAP banking measures declared aloft are in accession to, and not meant to be advised above to, or a acting for, Cott’s banking statements able in accordance with GAAP. In addition, the non-GAAP banking measures included in this balance advertisement reflect management’s acumen of accurate items, and may be altered from, and accordingly may not be commensurable to, analogously blue-blooded measures appear by added companies. 

Additional Advice and Area to Find It 

This advice relates to a awaiting business aggregate amid Cott and Primo. The barter activity referenced in this columnist absolution has not yet commenced.  This columnist absolution is for advisory purposes alone and does not aggregate an activity to acquirement or a address of an activity to advertise shares, nor is it a acting for any activity abstracts that the parties will book with the U.S. Balance and Barter Commission (the “SEC”). At the time the barter activity is commenced, Cott and its accession accessory will book an barter activity account on Schedule TO, Cott will book a allotment account on Form S-4 and Primo will book a Solicitation/Recommendation Account on Schedule 14D-9 with the SEC with account to the barter offer. Anniversary of Cott and Primo additionally plan to book added accordant abstracts with the SEC apropos the proposed transaction. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO TENDER, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS, WILL CONTAIN IMPORTANT INFORMATION. PRIMO STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PRIMO SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Activity to Tender, the accompanying Letter of Transmittal and assertive added barter activity abstracts will be fabricated accessible to all of Primo’s stockholders at no amount to them. The barter activity abstracts and the Address / Recommendation Account will be fabricated accessible for chargeless on the SEC’s website at www.sec.gov. Copies of the abstracts filed with the SEC by Cott will be accessible chargeless of allegation beneath the branch of the Broker Relations area of Cott’s website at www.cott.com/investor-relations/. Copies of the abstracts filed with the SEC by Primo will be accessible chargeless of allegation beneath the SEC filings branch of the Investors area of Primo’s website at https://ir.primowater.com/.

Forward-Looking Statements

This columnist absolution contains advanced statements aural the acceptation of Area 27A of the Balance Act of 1933, Area 21E of the Balance Barter Act of 1934 and applicative Canadian balance laws conveying, amid added matters, management’s expectations as to the approaching based on plans, estimates and projections at the time these statements are made. Advanced statements can contrarily be articular by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “would,” “will,” and agnate expressions advised to analyze advanced statements, although not all advanced statements accommodate these anecdotic words. The advanced attractive statements in this columnist absolution include, but are not bound to, statements accompanying to the adeptness of the parties to able the proposed affairs on a appropriate base or at all and the achievement of the altitude antecedent to the cleanup of the proposed affairs (including a acceptable cardinal of Primo shares actuality validly tendered into the barter activity to accommodated the minimum condition), the achievement of the advancing costs of the transaction on a appropriate base if at all and on the acceding currently proposed, the advancing timing of the proposed transactions, the expectations in account of the banking contour of the accumulated aggregation and accepted synergies associated with the transactions, including the accepted synergies categorical in this columnist release, and any addition of Primo’s accession to Cott’s performance, the accident of activity and authoritative activity accompanying to the proposed transaction, and the abeyant appulse the accession will accept on Primo or Cott and added affairs accompanying to either or both of them. Advanced statements absorb inherent risks and uncertainties and the Aggregation cautions you that a cardinal of important factors could account absolute after-effects to alter materially from those independent in any such advanced statement. The advanced statements are based on assumptions apropos management’s accepted affairs and estimates. Factors that could account absolute after-effects to alter materially from those declared in this columnist absolution include, amid others: the amount of success of Cott’s advised analysis of cardinal alternatives for Cott’s S&D Coffee and Tea Business; changes in expectations as to the closing of the transaction and the timing thereof if at all, including timing and changes in the acclimation of costs the transactions; changes in estimates of approaching balance and banknote flows; accepted synergies and amount accumulation are not accomplished or accomplished at a slower clip than expected; affiliation problems, delays or added accompanying costs; assimilation of barter and suppliers; the amount of basic all-important to accounts the transaction; the achievement of the altitude antecedent to the cleanup of the proposed affairs (including a acceptable cardinal of Primo shares actuality validly tendered into the barter activity to accommodated the minimum condition); the abrogating furnishings of the advertisement or the cleanup of the proposed affairs on the bazaar amount of Cott’s accepted banal or on Cott’s operating results; the accident of activity and authoritative activity accompanying to the proposed transaction; hasty changes in laws, regulations, or added industry standards affecting the companies and added risks and important factors independent and articular in Cott’s and Primo’s filings with the SEC, including their corresponding Annual Letters on Form 10-Q and Annual Letters on Form 10-K. The above account of factors is not exhaustive. Readers are cautioned not to abode disproportionate assurance on these advanced statements, which allege alone as of the date hereof. Readers are apprenticed to anxiously analysis and accede the assorted disclosures, including but not bound to accident factors independent in Cott’s and Primo’s corresponding Annual Letters on Form 10-K and their annual letters on Form 10-Q, as able-bodied as added alternate and accepted letters and added filings filed with the balance commissions. Neither Cott nor Primo undertakes to amend or alter any of these statements in ablaze of new advice or approaching events, except as especially appropriate by applicative law.

COTT CORPORATION

SUPPLEMENTARY INFORMATION – NON-GAAP – 2020 SYNERGIZED ADJUSTED EBITDA MULTIPLE

(in millions of U.S. dollars excluding banal price)

Unaudited

Estimated 2020 Adapted EBITDA

$

57

Expected synergies (three-year abduction by 2020)

35

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2020 synergized adapted EBITDA

$

92

Approximate acquirement price

775

2020 synergized adapted EBITDA multiple

8.4

X

 

COTT CORPORATION

SUPPLEMENTARY INFORMATION – NON-GAAP – PRO FORMA REVENUE

(in millions of U.S. dollars)

LTM 9/28/19

Unaudited

LTM 9/28/19

Cott Consolidated

S&D Coffee and Tea

Primo Water

Elimination(1)

Pro Forma

Revenue

$

2,365.9

$

599.2

$

303.3

$

(50.0)

$

2,020.0

(1)Elimination of estimated pro forma intercompany revenue

 

COTT CORPORATION

SUPPLEMENTARY INFORMATION – NON-GAAP – EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION 

(EBITDA)

(in millions of U.S. dollars)

LTM 9/28/19

Unaudited

LTM 9/28/19

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Cott Consolidated

S&D Coffee and

Tea(1)

Primo Water

Pro Forma

(in $ millions)

Net income 

$

(3.1)

$

14.1

$

3.9

$

(13.3)

Interest expense, net

77.9

11.2

89.1

Income tax amount (benefit) 

2.7

2.7

Depreciation & amortization

191.0

23.5

27.7

195.2

EBITDA

$

268.5

$

37.6

$

42.8

$

273.7

Acquisition and affiliation costs

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14.7

0.2

2.4

(2)

16.9

Share-based advantage costs

10.7

0.5

4.4

14.6

Loss on diposal of property, bulb and equipment, net

10.2

0.8

9.4

Foreign barter and added losses (gains), net

4.7

4.7

Other

4.3

0.8

0.7

4.2

Adjusted EBITDA

$

313.1

$

39.9

$

50.3

$

323.5

(1)S&D Coffee and Tea’s net assets excludes appulse of absorption expense, assets tax amount (benefit) and intercompany amount allocations as this advice is currently unavailable

(2)Primo’s $2.4 actor acclimation includes (i) acquisition-related expenses, (ii) costs associated with restructuring and added costs, and (iii) activist investor-related expenses.  

 

View aboriginal agreeable to download multimedia:https://www.prnewswire.com/news-releases/cott-announces-the-acquisition-of-primo-water-corporation-and-continues-its-transition-into-a-pure-play-water-solutions-provider-300985503.html

SOURCE Cott Corporation

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