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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

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Beleggingsadvies 25/10/2017 07:33
This is a joint press release by Refresco Group N.V. ("Refresco" or the "Company"), PAI Partners SAS ("PAI") and British Columbia Investment Management Corporation ("bcIMC") acting jointly through Sunshine Investments B.V. (the "Offeror" or the "Consortium"), pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, (the "Decree") in connection with the intended 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 AFM. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States.

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")[1];
a premium of approximately 41% to the Refresco closing share price of EUR 14.21 on 5 April 2017 (the "April Share Price")[2]; and
an Enterprise Value to EBITDA multiple of approximately 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017[3]
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."

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