Coca-Cola acquires options to purchase Bravo! Foods' stock
July 14, 2005
by FoodBusinessNews.net Staff
NORTH PALM BEACH, FLA. — Bravo! Foods International Corp., a brand development and marketing company that manufactures, promotes and distributes vitamin- fortified, flavored milks, announced today that Coca-Cola Enterprises, Inc. has acquired options to purchase shares of common stock, convertible securities and warrants, entitling the latter to purchase approximately 69,000,000 shares of common stock from 12 shareholders of Bravo! Foods.
The common stock and other securities underlying the options represent approximately 23% of the authorized shares of the company’s common stock.
In connection with the grant of the options, the company and Coca-Cola are negotiating a master distribution agreement for the sale of Bravo! Foods’ products in the United States and its possessions, and internationally in Canada, Belgium, France, Great Britain, Luxembourg, Monaco and The Netherlands. The exercise of the options by Coca-Cola is contingent on the completion of due diligence and the execution of a mutually satisfactory definitive master distribution agreement.
Coca-Cola has the right to acquire the company’s common stock pursuant to the options from the entities granting the options for 36c per share. None of the entities granting the options are affiliates of Bravo! Foods.
In addition, Coca-Cola and Bravo! Foods have commenced negotiations regarding a stock purchase agreement for the direct sale of approximately 81 million shares of Bravo! Foods’ common stock to Coca-Cola. With such a direct purchase of common stock from Bravo! Foods, together with the shares of common stock purchasable upon the exercise of the options, Coca-Cola will hold slightly in excess of 50% of the company's equity on a fully diluted basis.
The company’s board of directors has formed an independent committee of the board to assist in the negotiations with Coca-Cola, and has authorized the committee to retain an independent banker to evaluate the fairness of the transaction.
The transaction is contingent upon the execution of a distribution agreement, a stock purchase agreement and receipt of an appropriate fairness opinion as to the transaction.