The Coca-Cola Company (NYSE: KO) and Green Mountain Coffee Roasters,
Inc. (GMCR) (NASDAQ: GMCR) announced today that the companies have
signed a 10-year agreement to collaborate on the development and
introduction of The Coca-Cola Company’s global brand portfolio for use
in GMCR’s forthcoming Keurig Cold™ at-home beverage system. Under the
global strategic agreement, GMCR and The Coca-Cola Company will
cooperate to bring the Keurig Cold™ beverage system to consumers around
the world. In an effort to align long-term interests, the companies also
entered into a Common Stock Purchase Agreement whereby The Coca-Cola
Company will purchase a 10% minority equity position in GMCR.
Under the terms of the equity agreement, The Coca-Cola Company will
acquire 16,684,139 newly issued shares in GMCR for approximately $1.25
billion, which represents an approximate 10% ownership in GMCR (after
giving effect to the issuance). The newly issued shares have been priced
at $74.98, which represents the trailing 50-trading-day volume weighted
average price (“VWAP”) as of market close today.
As part of the strategic collaboration, GMCR will be The Coca-Cola
Company’s exclusive partner for the production and sale of The Coca-Cola
Company-branded single-serve, pod-based cold beverages. The two
companies also will explore other future opportunities to collaborate on
the Keurig® platform.
“With The Coca-Cola Company as a global strategic partner in our
multi-brand at-home Keurig Cold beverage system, we believe there is
significant opportunity to premiumize and accelerate growth in the cold
beverage category by empowering consumers with an innovative, convenient
way to freshly prepare their favorite cold beverages at the push of a
button,” said Brian P. Kelley, President and CEO of GMCR. “This global
relationship combines The Coca-Cola Company’s unparalleled brand,
distribution and marketing strengths with GMCR’s innovative technology
and beverage system expertise.”
“Our 2020 Vision calls for decisive and timely action to continuously
improve and evolve our global system to best serve our customers and
consumers around the world,” said Muhtar Kent, Chairman and Chief
Executive Officer, The Coca-Cola Company. “This agreement demonstrates
our creative approach to partnerships and ability to identify and stay
at the forefront of consumer trends driving the industry. By pairing The
Coca-Cola Company’s brand leadership and global footprint with GMCR’s
innovative technology, together we will be able to capitalize on the
many exciting growth opportunities in the single-serve, pod-based
segment of the cold beverage industry. Importantly, this partnership
provides our consumers with a convenient way to enjoy the brands they
love through in-home preparation.”
The investment is expected to close in March 2014, subject to customary
closing conditions, including receipt of required regulatory approvals.
GMCR’s Keurig Cold™ single-serve beverage system is currently under
development with expected availability in GMCR’s fiscal year 2015.
Keurig Cold™ will use precisely formulated single-serve pods to dispense
freshly-made cold beverages including carbonated drinks, enhanced
waters, juice drinks, sports drinks and teas in consumers’ homes with
the one-touch simplicity, quality and variety that North American
consumers love about the Keurig® brand hot system platform. The cold
system is expected to be a similarly open-architecture platform like the
Keurig® hot system.
GMCR’s Use of Proceeds
GMCR intends to execute a meaningful
share repurchase program to reduce dilution from the transaction. This
will be executed under the Company’s existing $1.1 billion share
repurchase authorization. In addition, GMCR intends to use a portion of
the proceeds from the new equity issuance to fund anticipated capital
expenditures for its Keurig Cold™ beverage system over the next several
years.
BofA Merrill Lynch served as financial advisor to GMCR and Baker &
McKenzie LLP is acting as legal advisor.
About Green Mountain Coffee Roasters, Inc.
As a leader in specialty coffee and coffee makers, Green Mountain Coffee
Roasters, Inc. (GMCR) (NASDAQ: GMCR), is recognized for its
award-winning coffees, innovative Keurig® Single Cup brewing
technology, and socially responsible business practices. GMCR supports
local and global communities by investing in sustainably-grown coffee,
and donating a portion of its pre-tax profits to social and
environmental projects. For more information visit: www.gmcr.com.
To purchase Keurig® and Green Mountain Coffee®
products visit: www.Keurig.com,
www.greenmountaincoffee.com
or www.keurig.ca.
GMCR routinely posts information that may be of importance to investors
in the Investor Relations section of its website, www.GMCR.com,
including news releases and its complete financial statements, as filed
with the SEC. The Company encourages investors to consult this section
of its website regularly for important information and news.
Additionally, by subscribing to the Company’s automatic
email news release delivery, individuals can receive news directly
from GMCR as it is released.
GMCR Forward Looking Statements
Certain information in this filing constitutes "forward-looking
statements." Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts. They
often include words such as "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "seeks" or words of similar meaning, or
future or conditional verbs, such as "will," "should," "could," "may,"
"aims," "intends," or "projects." However, the absence of these words or
similar expressions does not mean that a statement is not
forward-looking. These statements may relate to: the expected impact of
raw material costs and our pricing actions on our results of operations
and gross margins, expected trends in net sales and earnings performance
and other financial measures, the expected productivity and working
capital improvements, the success of introducing and producing new
product offerings, the impact of foreign exchange fluctuations, the
adequacy of internally generated funds and existing sources of
liquidity, such as the availability of bank financing, the expected
results of operations of businesses acquired by us, our ability to issue
debt or additional equity securities, our expectations regarding
purchasing shares of our common stock under the existing authorizations,
projections of payment of dividends, and the impact of the inquiry
initiated by the SEC and any related litigation or additional
governmental inquiry or enforcement proceedings. A forward-looking
statement is neither a prediction nor a guarantee of future events or
circumstances, and those future events or circumstances may not occur.
Management believes that these forward-looking statements are reasonable
as and when made. However, caution should be taken not to place undue
reliance on any such forward-looking statements because such statements
speak only as of the date when made. We expressly disclaim any
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In addition,
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
our Company's historical experience and our present expectations or
projections. These risks and uncertainties include, but are not limited
to, those described in Part I, "Item 1A. Risk Factors," and Part II
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our fiscal 2013 Annual Report filed on Form
10-K, as amended, and elsewhere in this report and those described from
time to time in our future reports filed with the Securities and
Exchange Commission.
Actual results could differ materially from those projected in the
forward-looking statements. We expressly disclaim any obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
About The Coca-Cola Company
The Coca-Cola Company (NYSE: KO) is the world's largest beverage
company, refreshing consumers with more than 500 sparkling and still
brands. Led by Coca-Cola, one of the world's most valuable and
recognizable brands, our Company's portfolio features 16 billion-dollar
brands including Diet Coke, Fanta, Sprite, Coca-Cola Zero, vitaminwater,
Powerade, Minute Maid, Simply, Georgia and Del Valle. Globally, we are
the No. 1 provider of sparkling beverages, ready-to-drink coffees, and
juices and juice drinks. Through the world's largest beverage
distribution system, consumers in more than 200 countries enjoy our
beverages at a rate of 1.9 billion servings a day. With an
enduring commitment to building sustainable communities, our Company is
focused on initiatives that reduce our environmental footprint, support
active, healthy living, create a safe, inclusive work environment for
our associates, and enhance the economic development of the communities
where we operate. Together with our bottling partners, we rank among the
world's top 10 private employers with more than 700,000 system
associates. For more information, visit Coca-Cola Journey at www.coca-colacompany.com,
follow us on Twitter at twitter.com/CocaColaCo, visit our blog,
Coca-Cola Unbottled, at www.coca-colablog.com
or find us on LinkedIn at www.linkedin.com/company/the-coca-cola-company.
The Coca-Cola Company Forward Looking Statements
This press release may contain statements, estimates or projections that
constitute “forward-looking statements” as defined under U.S. federal
securities laws. Generally, the words “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “project,” “will” and similar expressions
identify forward-looking statements, which generally are not historical
in nature. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
The Coca-Cola Company’s historical experience and our present
expectations or projections. These risks include, but are not limited
to, obesity and other health concerns; water scarcity and poor
quality; changes in the nonalcoholic beverage business environment and
retail landscape; increased competition; increased demand for food
products and decreased agricultural productivity as a result of changing
weather patterns; consolidation in the retail channel or the loss of key
retail or foodservice customers; an inability to expand operations in
developing and emerging markets; fluctuations in foreign currency
exchange rates; interest rate increases; an inability to maintain good
relationships with our bottling partners; a deterioration in our
bottling partners' financial condition; increases in income tax rates,
changes in income tax laws or unfavorable resolution of tax matters;
increased or new indirect taxes in the United States or in other major
markets; increased cost, disruption of supply or shortage of energy or
fuels; increased cost, disruption of supply or shortage of ingredients,
other raw materials or packaging materials; changes in laws and
regulations relating to beverage containers and packaging; significant
additional labeling or warning requirements or limitations on the
availability of our products; an inability to protect our information
systems against service interruption, misappropriation of data or
breaches of security; unfavorable general economic conditions in the
United States; unfavorable economic and political conditions in
international markets; litigation or legal proceedings; adverse weather
conditions; climate change; damage to our brand image and corporate
reputation from product safety or quality, human and workplace rights,
obesity or other issues, even if unwarranted; changes in, or failure to
comply with, the laws and regulations applicable to our products or our
business operations; changes in accounting standards; an inability to
achieve our overall long-term goals; continuing uncertainty in the
global credit markets; one or more of our counterparty financial
institutions default on their obligations to us or fail; an inability to
realize additional benefits targeted by our productivity and
reinvestment program; an inability to renew collective bargaining
agreements on satisfactory terms, or we or our bottling partners
experience strikes, work stoppages or labor unrest; future impairment
charges, including charges by equity method investees; multi-employer
plan withdrawal liabilities in the future; an inability to successfully
integrate and manage our Company-owned or -controlled bottling
operations; global or regional catastrophic events; and other risks
discussed in our Company’s filings with the Securities and Exchange
Commission (SEC), including our Annual Report on Form 10-K for the year
ended December 31, 2012 and our subsequently filed Quarterly
Reports on Form 10-Q, which filings are available from the SEC. You
should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. The Coca-Cola Company
undertakes no obligation to publicly update or revise any
forward-looking statements.
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