Statement regarding potential merger

RNS Number : 5312L

Barr(A.G.) PLC

05 September 2012

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

5 September 2012

Britvic p.l.c. ("Britvic") and A.G. Barr p.l.c. ("A.G. Barr")

Statement regarding possible merger of Britvic and A.G. Barr

The Boards of Britvic and A.G. Barr note the recent press speculation and confirm that, following an approach by A.G. Barr to Britvic, they are in preliminary discussions which may or may not result in an all share merger of A.G. Barr and Britvic.

A merger would create one of the leading soft drinks companies in Europe, with a strong portfolio of market leading brands.  The combination would have compelling industrial logic and represents an opportunity for both companies to enhance their industry position, and achieve significant synergies and shareholder value.

Discussions are at an early stage and, whilst there can be no certainty at this stage that such discussions will conclude successfully, agreement has been reached with respect to certain key aspects of the merger.

It is agreed that Britvic shareholders would own 63% and A.G. Barr shareholders 37% of the enlarged group's share capital.

The Board of Directors would be drawn equally from the Boards of both companies.  Roger White, CEO of A.G. Barr, would become CEO of the combined group and John Gibney, CFO of Britvic, would become CFO.  Gerald Corbett, Chairman of Britvic, would become Chairman of the Board of the combined group, and Ronnie Hanna, Chairman of A.G. Barr, would become Deputy Chairman.  In addition, the new Board would comprise six other non-executive directors, three nominated from each of Britvic and A.G. Barr.

The parties reserve the right to vary the terms.

Until further notice, for the purposes of the Code, both A.G. Barr and Britvic will be treated as offeree companies.

Consequently, as required by Rule 2.6(a) of the Code each of A.G. Barr and Britvic are required, by not later than 5.00 p.m. on 3 October 2012, either to announce a firm intention to make an offer for Britvic or A.G. Barr (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  Either deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

For the purposes of note 3 on Rule 2.5 of the Code this announcement has been made with the consent of Britvic and A.G. Barr.

A copy of this announcement will be available at both http://ir.britvic.com/ and http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/investors!OpenDocument.

The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Enquiries:

Rothschild (financial adviser to A.G. Barr) Akeel Sachak Stuart Vincent Manfredi Corsini	[phone]
Citi (financial adviser and joint broker to Britvic) David Wormsley Jan Skarbek Andrew Seaton	[phone]

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A.G. Barr and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Citigroup Global Markets, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Britvic and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Dealing Disclosure Requirements:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

 

 

OFDLAMPTMBMMMAT