The merger agreement has been approved by Coca-Cola Femsa’s and Grupo Tampico’s board of directors and is subject to the completion of confirmatory legal, financial and operating due diligence, and to customary regulatory and corporate approvals, among them, the approval of The Coca-Cola Company and the Comisión Federal de Competencia, the Mexican antitrust authority.
Coca-Cola Femsa will call for an extraordinary shareholders meeting at which it will ask for the approval of this merger and request the amendment of the Company’s by-laws to increase the number of board members from 18 to 21. Such increase will create the flexibility to accommodate new shareholders in connection with this or any future transaction.
The aggregate enterprise value of this transaction is Ps 9,300m. As a result of the merger, Grupo Tampico will receive 63.5m newly issued KOF series L shares at a value of Ps 103.20 per share, calculated on the average closing price of the KOF series L share over the last 25 trading days prior to the announcement of this agreement.
The number of shares could be adjusted within agreed upon thresholds pending the completion of the due diligence process. In addition, Coca-Cola Femsa will assume Ps 2,747m in net debt.
As a part of this agreement, Herman Fleishman and Robert Fleishman, president and vice president respectively, of Grupo Tampico, will serve on a rotating basis as director and alternate director on the board of directors of Coca-Cola Femsa.
Source: Coca-Cola Femsa
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