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April 18, 2005
Central European Distribution Corporation Strikes Strategic Alliance With Remy Cointreau; Agrees in Principle to Acquire Bols Sp. z o.o., Poland's Third Largest Distiller Bala Cynwyd, Pennsylvania: Central European Distribution Corporation, today announced that it proposes to enter into a strategic alliance with Remy Cointreau and has signed a letter of intent providing for the acquisition of Bols Sp. z o.o., Poland's third largest distiller, for $265 million, subject to adjustment. Bols is Poland's leading producer of premium vodkas (including Bols and Soplica) with a total market share of approximately 12%. Bols, in addition to vodka production, also has one of the leading import portfolios of premium wine and spirit brands in Poland, including such well-known brands as Remy Martin, Piper- Heidsieck, Cointreau and Metaxa. CEDC will fund the purchase price for the acquisition with a combination of cash and shares of CEDC common stock. The stock portion of the consideration will range from 45% to 60% of the total purchase price, at the option of CEDC. These shares of CEDC common stock will be subject to a one- year lock-up period. The cash portion of the purchase price will be funded through a contemplated debt financing. The strategic alliance between CEDC and Remy Cointreau contemplates, among other things, that CEDC will have a perpetual and exclusive trademark license for the manufacturing, marketing and sale of Bols vodka in Poland and Russia, and an exclusive distribution contract in Poland for Remy Cointreau's current import portfolio on terms and conditions to be agreed. The acquisition by CEDC of Bols is subject to each party's due diligence with respect to the others and the parties entering into definitive documentation, receipt of Polish anti-monopoly and other regulatory approvals, and the approval of the stockholders of CEDC under applicable Nasdaq MarketPlace rules in the event that the number of CEDC shares to be issued in the transaction exceeds 20% of the number of CEDC shares currently outstanding. The acquisition is expected to close in the third quarter of 2005. William Carey, President and CEO, commented: "We see this as the first step in becoming one of the leading players in the international spirits market. We are excited about the potential synergies that we anticipate, such as increasing integrated margin, increasing organic growth and the leveraging of our distribution infrastructure. We are extremely excited about the possibilities of working with an excellent management team with a state-of- the-art production facility. Based upon Bols' projections made available to us, we expect that the acquisition should be accretive to CEDC's annualized earnings." Jean-Marie Laborde, CEO of Remy Cointreau, commented: "In a fast changing Polish spirit market, we are very excited about the prospects this partnership opens up. It should help us accelerate the development of our premium spirit portfolio. We welcome the chance to work with CEDC's Management to achieve, together, our strategic goals." Mr. Carey also announced that CEDC has today submitted its second round bid to the Polish Treasury regarding the strategic stake to be sold in Polmos Bialystok, the leading Polish distillery. "We anticipate that final selection of the strategic investor will be made within 30 to 90 days," he said. CEDC is one of the leading importers of beers, wines and spirits, as well as the largest distributor of domestic vodka on a nationwide basis, in Poland. CEDC operates 13 distribution centers and 78 satellite branches throughout Poland. It distributes many of the world's leading brands in Poland, including brands such as Johnnie Walker Scotch, Stock Brandy, Jose Cuervo Tequila, Sutter Home, Torres, Mondavi and Concha y Toro wines, Corona, Beck's, Foster's, Grolsch, Budweiser Budvar and Guinness Stout beers. The Remy Cointreau Group ranks among the leading players in the worldwide spirits industry. The company, with roots dating back to 1724, is a producer of premium wines and spirits with a portfolio of unique and international brands that include Remy Martin cognac, Cointreau, Passoa and Bols liqueurs, Bols vodka, Mount Gay rum, Metaxa as well as Piper-Heidsieck champagne. Remy Cointreau is quoted on France's Euronext exchange. Contact: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied, by forward-looking statements. These risks and uncertainties include, without limitation, the risks that the Company's local currency will weaken and that the targeted distribution companies the Company looks to acquire in 2005 will not accept the Company's offers to purchase, or in the diligence phase of the acquisitions, the Company discovers liabilities such that the acquisitions are not completed. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in the Company's Form 10-K for the fiscal year ended December 31, 2004, and in other periodic reports filed by the Company with the Securities and Exchange Commission. |
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