Skadden on Coca-Cola FEMSA Acquisition of 51% of The Coca-Cola Company’s Philippines’ Bottling Operation
17 Dec, 2012
Skadden is representing The Coca-Cola Company, the world’s largest beverage company, in its definitive agreement with Coca-Cola FEMSA, S.A.B. de C.V., the largest franchise bottler of Coca-Cola products in the world, for Coca-Cola FEMSA to acquire 51% of Coca-Cola Bottlers Philippines, Inc. for US$ 688.5 million in an all-cash transaction. The Philippines has one of the highest per capita consumption rates of Coca-Cola products in the region. The Skadden team includes partners Martha McGarry and Sean Doyle. Both are based in New York.
This purchase price represents an aggregate enterprise value for 100% of the bottler of US$1,350 million which results in a 2012 projected EBITDA multiple of approximately 13.5 times. As part of the agreement, Coca-Cola FEMSA will have an option to acquire the remaining 49% of CCBPI at any time during the seven years following the closing and will have a put option to sell its ownership to The Coca-Cola Company any time during year six. The transaction is expected to close in early 2013.
The Philippines’ market represents an expansion of Coca-Cola FEMSA’s bottling footprint beyond Latin America, reinforcing its exposure to fast growing economies and its commitment to The Coca-Cola System. The Philippines has one of the highest per capita consumption rates of Coca-Cola products in the region and presents significant opportunities for further growth. Coca-Cola FEMSA believes that by leveraging its proven expertise and operating capabilities in an economy with vibrant growth prospects and an attractive socio-economic and demographic profile it will be capable to capture the opportunities and further improve the bottler’s operations and financial results.
“Today we are pleased to announce another important milestone in the history of our group and the relationship with our partner, The Coca-Cola Company,” said José Antonio Fernández Carbajal, Chairman of the Board of Directors of Coca-Cola FEMSA. “We see profitable growth prospects and long-term returns in emerging market economies. We welcome the unique opportunity to learn and share new capabilities to grow as an integrated company, as professionals, and as men and women together with our communities. Our principles and values share a common ground with the Filipino community and we are certain that together we can extend FEMSA’s long-lasting commitment to the continuous creation of economic, social and environmental value in every community where we operate.”
“This announcement reflects our long-standing belief in the global franchise system and our continued commitment to innovation and growth in the Philippines, just as we have done over the last 100 years,” said Muhtar Kent, Chairman and CEO, The Coca-Cola Company. “Our brands and our business have very deep roots in the Philippines, and we look forward to working with our strong partners at Coca-Cola FEMSA to capture future opportunities for growth and investment and bring even more social and economic value to customers and communities throughout the country.”
“Through this transaction, we strengthen our position in the global beverage industry,” said Carlos Salazar Lomelin, Chief Executive Officer of Coca-Cola FEMSA. “This represents an important step in our growth strategy and our commitment to The Coca-Cola System. We embrace a growing family of employees that will continue to generate value together, based on the foundation of our sustainable business model. This transaction reinforces our commitment to identify avenues of growth and value creation for our shareholders.”
The operations of CCBPI are comprised of 23 production plants, serve close to 800,000 customers and are expected to sell approximately 530 million unit cases of beverages in 2012. Coca-Cola has been present in the Philippines since the start of the 20th century and has been locally produced since 1912. The Philippines received the first Coca-Cola bottling and distribution franchise in Asia.
Allen & Company LLC. and Rothschild acted as financial advisors and Cleary, Gottlieb, Steen & Hamilton and SyCip Salazar Hernandez & Gatmaitan acted as legal advisors to Coca-Cola FEMSA on this transaction.