Acquisition

Acquisition

C&C Group PLC

C&C Group plc to acquire Gleeson Group

Transaction transforms C&C’s business model in Ireland

C&C Group plc (‘C&C’ or the 'Group’), a leading manufacturer, marketer and distributor of branded cider and beer, today announces that it has conditionally agreed to acquire the Gleeson Group, a leading supplier and distributor of beverages in Ireland.

Transaction Overview

C&C has conditionally agreed to acquire M J Gleeson Investments Limited and its subsidiaries (the “Gleeson Group” or the “Business”) (the “Acquisition”). The consideration for the Acquisition is €12.4 million payable in cash, of which €4.4 million is deferred for one year. Existing debt of €45.6 million implies an enterprise value of €58 million.

The Gleeson Group is the largest distributor of packaged long alcohol drinks (LAD) to the licensed on-trade in Ireland. Its leading trading platform represents a number of beer, wine and spirits brands on an agency basis. It manufactures Tipperary mineral water, Finches soft drinks and a range of own-label brands for a number of retailers. It also supplies PET bottles to drinks manufacturers.

On a pro forma basis¹ the Business generated earnings before interest, depreciation, amortisation and tax (“EBITDA”) of €10.2 million for the 12 months to June 2012 implying a multiple of 5.7x 2012 EBITDA before synergy benefits. On completion, C&C’s pro forma net debt to EBITDA ratio will be less than 1.5 times. The Acquisition is expected to be immediately earnings accretive.

Stephen Glancey, CEO of C&C, said:

“We are pleased to announce our agreement to acquire the Gleeson Group, a deal that represents a significant investment in Ireland for C&C. The acquisition has the potential to transform our existing Irish business through the addition of an extensive distribution network and the creation of an attractive, multi-beverage brand platform.

Over the past 3 years, we have progressively diversified the Group’s brand portfolio in Ireland from the single premium cider brand Bulmers to a broader LAD range including Tennent’s, Caledonia Smooth and a number of beer agency brands. The acquisition of the Gleeson Group accelerates the re-shaping and diversification of C&C in Ireland. The extended portfolio and direct distribution network should create a more resilient trading model that is better suited to dealing with the challenges of both current and future trading environments. It is a model that has the potential to deliver growth through investment, further brand acquisition and new agency agreements.

This transaction provides us with the opportunity to significantly strengthen our Irish business and will create value for our customers, suppliers and shareholders.”

Conference Call Details | Analysts & Institutional Investors

C&C will host a conference call for analysts and institutional investors today, 22 November 2012, at 11.00am GMT (6.00am ET). Dial in details to access this conference call are outlined below:

Ireland	Â	Â	Â	[phone]
UK & Rest of Europe				[phone]
USA				[phone]
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Transaction Highlights & Rationale

• The Acquisition demonstrates C&C’s continuing commitment to the Irish drinks market generally and to the on-trade specifically
• The Acquisition transforms C&C’s business model in Ireland, enhances its trading strategy, diversifies its revenues and improves its growth prospects
• The Acquisition combines a leading LAD brand owner with a direct distribution network to create a compelling multi-beverage platform with scope to accommodate additional agency distribution arrangements
• The Acquisition provides C&C with a well-managed logistics network, a skilled workforce and distinct trading expertise
• The Business’s alcohol, water and soft drinks portfolio are complementary with C&C’s existing brand portfolio in Ireland, providing a wide product portfolio offering for customers
• The Acquisition provides export growth potential for the Gleeson Group brands through C&C’s established routes to international markets
• The Acquisition is immediately earnings accretive and value creating; the return on invested capital is expected to exceed the weighted average cost of capital within 2 years. The enterprise value of the Acquisition implies a multiple of 5.7x pro forma 2012 EBITDA.

Transaction Overview

C&C has conditionally agreed to acquire Gleeson Group, the largest distributor of packaged LAD to the licensed on-trade in Ireland. Gleeson also manufactures Tipperary mineral water, Finches soft drinks, a range of own-label brands for a number of retailers and supplies PET bottles to drinks manufacturers. The Acquisition does not include the Merry’s cream liqueur or the cider businesses of the Gleeson Group, which are being retained by the vendor.

The Business has its principal production facilities at Borrisoleigh, Co. Tipperary and 11 distribution depots across the island of Ireland. On a pro forma basis the Business generated EBITDA of €10.2 million for the 12 months to June 2012 and profits before tax of €2.9 million for the same period. As at 30 June 2012, the Business had pro forma gross assets of €141.8 million, net debt of €45.6 million and pro forma net assets of €54.5 million.

The consideration for the Acquisition is €12.4 million payable in cash, of which €4.4 million is deferred for one year. Existing debt of €45.6 million implies an enterprise value of €58 million. The consideration will be funded from C&C's existing financial resources. On completion, and assuming that the recently announced acquisition of the Vermont Hard Cider Company is completed, C&C will have a net debt to EBITDA ratio of less than 1.5 times. The Acquisition will have no impact on the Group’s progressive dividend policy.

The Business is being acquired from a holding company owned by Mr Pat Cooney and members of his family.

The Acquisition is conditional upon clearance by the Irish Competition Authority. It is expected that the Acquisition will be completed before the end of the Group’s financial year.

About C&C Group plc

C&C Group plc is a manufacturer, marketer and distributor of branded cider and beer. The Group manufactures Bulmers, the leading Irish cider brand, Magners, the premium international cider brand, the Gaymer Cider Company range of branded and private label ciders and the Tennent's beer brand. C&C Group also owns Hornsby’s, a leading craft cider brand in the United States. The Group also distributes a number of beer brands in the Scottish, Irish and Northern Irish markets, primarily for Anheuser-Busch InBev.

Note regarding forward-looking statements

This announcement includes forward-looking statements, including statements concerning current expectations about future financial performance and economic and market conditions which C&C believe are reasonable. However, these statements are neither promises nor guarantees, but are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated.

C&C Group plc | Contacts
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C&C Group:	Â	Â	Â	Alan Daly
				Head of IR
				Tel: [phone]
				Email: [e-mail]
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Investors & Analysts:				Mark Kenny/Jonathan Neilan
				FTI Consulting
				Tel: [phone]
				Email: [e-mail]
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Media Dublin:				Paddy Hughes
				Drury
				Tel: [phone]
				Email: [e-mail]
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Media London:				Robert Ballantyne/Shanshan Willenbrock
				Cardew Group
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				Email: [e-mail]
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¹ based on the Gleeson Group’s 2012 audited accounts excluding the Merry’s and cider businesses