Coca-Cola Enterprises, Inc. Announces Filing of Registration Statement for Proposed Combination of CCE, CCIP, and CCEAG

  • The preliminary proxy statement/prospectus related to the proposed
    transaction to create Coca-Cola European Partners (CCEP) has been
    filed with the U.S. Securities and Exchange Commission.
  • CCE has posted on its website a presentation to update investors on
    progress to closing the transaction.
  • The transaction remains on track to close by the end of second
    quarter, 2016.

ATLANTA–(BUSINESS WIRE)–Coca-Cola Enterprises (NYSE:CCE) (Euronext Paris: CCE) announced today
the filing with the U.S. Securities and Exchange Commission of a
registration statement on Form F-4, which contains a preliminary proxy
statement/prospectus regarding the proposed combination of the
businesses of CCE, Coca-Cola Iberian Partners, S.A. (CCIP), and
Coca-Cola Erfrischungsgetränke AG (CCEAG), a wholly owned subsidiary of
The Coca-Cola Company (NYSE: KO).

The registration statement containing the preliminary proxy
statement/prospectus was filed by Coca-Cola European Partners Limited,
the new holding company under which the businesses will combine, and is
available through the SEC’s website at www.sec.gov
under the company name “Coca-Cola European Partners Ltd.” The
registration statement has not been declared effective by the SEC and
the information in the preliminary proxy statement/prospectus is not
complete and may be changed.

CCE has posted on its website, www.cokecce.com,
a presentation to update investors on progress toward closing the
transaction. Subject to approval by Coca-Cola Enterprises’ shareholders
and satisfaction of other closing conditions, the transaction is
expected to close by the end of the second quarter of 2016.

ABOUT CCE

Coca-Cola Enterprises, Inc. is the leading Western European marketer,
producer, and distributor of nonalcoholic ready-to-drink beverages and
one of the world’s largest independent Coca-Cola bottlers. CCE is the
sole licensed bottler for products of The Coca-Cola Company in Belgium,
continental France, Great Britain, Luxembourg, Monaco, the Netherlands,
Norway, and Sweden. CCE operates with a local focus and has 17
manufacturing sites across Europe, where the company manufactures nearly
90 percent of its products in the markets in which they are consumed.
Sustainability is core to CCE’s business, and the company has been
recognized by leading organizations in North America and Europe for its
progress in water use reduction, carbon footprint reduction, and
recycling initiatives. For more information about CCE, please visit www.cokecce.com
and follow the company on Twitter at @cokecce.

FORWARD-LOOKING STATEMENTS

This communication 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,” “plan,” “seek,” “may,”
“could,” “would,” “should,” “might,” “will,” “forecast,” “outlook,”
“guidance,” “possible,” “potential,” “predict” 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 (“KO”), Coca-Cola Enterprises, Inc.’s (“CCE”) or
Coca-Cola European Partners Limited’s (“CCEP”) historical experience and
their respective present expectations or projections, including
expectations or projections with respect to the transaction. These risks
include, but are not limited to, obesity concerns; water scarcity and
poor quality; evolving consumer preferences; increased competition and
capabilities in the marketplace; product safety and quality concerns;
perceived negative health consequences of certain ingredients, such as
non-nutritive sweeteners and biotechnology-derived substances, and of
other substances present in their beverage products or packaging
materials; increased demand for food products and decreased agricultural
productivity; changes in the retail landscape or the loss of key retail
or foodservice customers; an inability to expand operations in emerging
or developing markets; fluctuations in foreign currency exchange rates;
interest rate increases; an inability to maintain good relationships
with their partners; a deterioration in their 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 tax jurisdictions; 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 their
respective products; an inability to protect their respective
information systems against service interruption, misappropriation of
data or breaches of security; unfavorable general economic or political
conditions in the United States, Europe or elsewhere; litigation or
legal proceedings; adverse weather conditions; climate change; damage to
their respective brand images and corporate reputation from negative
publicity, even if unwarranted, related to product safety or quality,
human and workplace rights, obesity or other issues; changes in, or
failure to comply with, the laws and regulations applicable to their
respective products or business operations; changes in accounting
standards; an inability to achieve their respective overall long-term
growth objectives; deterioration of global credit market conditions;
default by or failure of one or more of their respective counterparty
financial institutions; an inability to timely implement their
previously announced actions to reinvigorate growth, or to realize the
economic benefits they anticipate from these actions; failure to realize
a significant portion of the anticipated benefits of their respective
strategic relationships, including (without limitation) KO’s
relationship with Keurig Green Mountain, Inc. and Monster Beverage
Corporation; an inability to renew collective bargaining agreements on
satisfactory terms, or they or their respective partners experience
strikes, work stoppages or labor unrest; future impairment charges;
multi-employer plan withdrawal liabilities in the future; an inability
to successfully manage the possible negative consequences of their
respective productivity initiatives; global or regional catastrophic
events; risks and uncertainties relating to the transaction, including
the risk that the businesses will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected, which could result in additional demands on KO’s or CCEP’s
resources, systems, procedures and controls, disruption of its ongoing
business and diversion of management’s attention from other business
concerns, the possibility that certain assumptions with respect to CCEP
or the transaction could prove to be inaccurate, the failure to receive,
delays in the receipt of, or unacceptable or burdensome conditions
imposed in connection with, all required regulatory approvals and the
satisfaction of the closing conditions to the transaction, the potential
failure to retain key employees of CCE, Coca-Cola Iberian Partners,
S.A.’s (“CCIP”) or Coca-Cola Erfrischungsgetränke AG (“CCEAG”) as a
result of the proposed transaction or during integration of the
businesses and disruptions resulting from the proposed transaction,
making it more difficult to maintain business relationships; and other
risks discussed in KO’s and CCE’s filings with the Securities and
Exchange Commission (the “SEC”), including their respective Annual
Reports on Form 10-K for the year ended December 31, 2014, subsequently
filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
which filings are available from the SEC, and the registration statement
on Form F-4, file number 333-208556, that includes a preliminary proxy
statement of CCE and a preliminary prospectus of CCEP, which was filed
with the SEC by CCEP. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are
made. None of KO, CCE, CCIP or CCEP undertakes any obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise. None of KO, CCE,
CCIP or CCEP assumes responsibility for the accuracy and completeness of
any forward-looking statements. Any or all of the forward-looking
statements contained in this filing and in any other of their respective
public statements may prove to be incorrect.

No Offer or Solicitation

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.

Important Additional Information and Where to Find It

CCEP has filed with the SEC a registration statement on Form F-4,
file number 333-208556, that includes a preliminary proxy statement of
CCE and a preliminary prospectus of CCEP.
The registration
statement has not been declared effective by the SEC and the information
in the preliminary proxy statement/prospectus is not complete and may be
changed.
After the registration statement has been declared
effective by the SEC, a definitive proxy statement/prospectus will be
mailed to CCE’s stockholders in connection with the proposed transaction.

INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS
RELATING TO THE TRANSACTION FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
You may obtain a copy of the proxy
statement/prospectus (when available) and other related documents filed
by KO, CCE or CCEP with the SEC regarding the proposed transaction as
well as other filings containing information, free of charge, through
the website maintained by the SEC at
www.sec.gov,
by directing a request to KO’s Investor Relations department at (404)
676-2121, or to CCE’s Investor Relations department at (678) 260-3110,
Attn: Thor Erickson – Investor Relations.
Copies of the proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, when available, without charge, from KO’s website at
www.coca-colacompany.com
under the heading “Investors” and CCE’s website at
www.cokecce.com
under the heading “Investors.”

Neither the contents of KO’s website nor the contents of any other
website accessible from hyperlinks on KO’s website is incorporated into,
or forms part of, this communication.

Participants in Solicitation

KO, CCE and CCEP and their respective directors, executive officers
and certain other members of management and employees may be deemed to
be participants in the solicitation of proxies in favor of the proposed
merger.
Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
proxies in favor of the proposed merger is set forth in the preliminary
proxy statement/prospectus filed with the SEC.
You can find
information about KO’s and CCE’s directors and executive officers in
their respective definitive proxy statements filed with the SEC on March
12, 2015, and March 11, 2015, respectively. You can obtain free copies
of these documents from KO and CCE, respectively, using the contact
information above.
Information regarding CCEP’s directors and
executive officers is available in the preliminary proxy
statement/prospectus filed with the SEC.

No Profit Forecast

No statement in this announcement is intended to constitute a profit
forecast for any period, nor should any statements be interpreted to
mean that revenues, EBITDA, earnings per share or any other metric will
necessarily be greater or less than those for the relevant preceding
financial periods for CCE, CCIP, Coca-Cola Erfrischungsgetränke AG
(“CCEAG”) or CCEP, as appropriate.
No statement in this
announcement constitutes an asset valuation.

Subject to its legal and regulatory obligations, neither CCEP, nor
any of its agents, employees or advisors intends or has any duty or
obligation to supplement, amend, update or revise any of the statements
contained in this document to reflect any change in expectations with
regard thereto or any change in events, conditions or circumstances on
which any statement is based. In no circumstances shall the provision of
this document imply that no negative change may occur in the business of
CCE, CCIP, CCEAG or CCEP, as appropriate, after the date of provision of
this document, or any date of amendment and/or addition thereto.

This document is not a prospectus for the purposes of the Prospectus
Directive. A prospectus prepared pursuant to the Prospectus Directive is
intended to be published, which, when published, will be available from
CCEP at its registered office.
Investors should not subscribe for
any securities referred to in this document except on the basis of
information contained in the prospectus.
The expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented in
any relevant Member State) and includes any relevant implementing
measure in the relevant Member State. Any offer of securities to the
public that may be deemed to be made pursuant to this communication in
any member states of the European Economic Area (“EEA Member States”)
that has implemented the Prospectus Directive is addressed solely to
qualified investors (within the meaning of the Prospectus Directive) in
that Member State.

The information contained in this document is directed solely at
persons (1) outside the United Kingdom, (2) within the United Kingdom
(i) having professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Market Act
(Financial Promotion) Order 2005 (the “Order”) and (ii) to persons of a
kind described in Article 49(2) (a) to (d) of the Order and (3) in EEA
Member States to persons who are “qualified investors” within the
meaning of Article 2(1)(e) of the Prospectus Directive (all such persons
together being referred to as “Relevant Persons”). Any investment
activity to which this document relates is only available to, and will
only be engaged in with, Relevant Persons. This document and its
contents are confidential and should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any other
person. Persons who are not Relevant Persons must not rely on or act
upon the information contained in this document.

This document is not intended to form the basis of any investment
activity or decision and does not constitute, may not be construed as,
or form part of, an offer to sell or issue, or a solicitation of an
offer or invitation to purchase or subscribe for, any securities or
other interests in CCEP or any other investments of any description, a
recommendation regarding the issue or the provision of investment advice
by any party. No information set out in this document or referred to
herein is intended to form the basis of any contract of sale, investment
decision or any decision to purchase securities in CCEP. No reliance may
be placed for any purposes whatsoever on this document (including,
without limitation, any illustrative modeling information contained
herein), or its completeness.

This document should not form the basis of any investment decision
and the contents do not constitute advice relating to legal, taxation or
investment matters on which recipients of this document must always
consult their own independent professional advisers on the merits and
risks involved.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Contacts

Coca-Cola Enterprises, Inc.
Investor Relations
Thor
Erickson,
+1-678-260-3110
or
U.S. Media Relations
Fred
Roselli,
+1-678-260-3421
or
European Media Relations
Ros
Hunt,
+44 (0) 7528 251 022