Coca-Cola Enterprises acquires options to purchase Bravo! Foods' common stock
Both parties 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.
15/07/05 Bravo! Foods International Corp., a brand development and marketing company that manufactures, promotes and distributes vitamin- fortified, flavored milks, has announced that Coca-Cola Enterprises, Inc. has acquired options to purchase shares of common stock, convertible securities and warrants, entitling Coca-Cola Enterprises to purchase approximately 69,000,000 shares of common stock from 12 shareholders of Bravo! Foods International Corp.
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 Enterprises 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 Enterprises is contingent on the completion of due diligence and the execution of a mutually satisfactory definitive master distribution agreement.
Coca-Cola Enterprises has the right to acquire the Company's common stock pursuant to the Options from the entities granting the Options for $0.36 per share. None of the entities granting the Options are affiliates of Bravo! Foods.
In addition, Coca-Cola Enterprises 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 Enterprises. 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 Enterprises 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 Enterprises, 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.
Bravo! Foods International Corp. develops, brands, markets, distributes and sells nutritious, flavored milk products throughout the 50 states, Mexico and nine Middle East countries. Bravo!'s products are available in the United States and internationally through production agreements with regional milk processors. Bravo!'s popular milk drinks currently are available under the brand name Slammers®, and can be purchased in retail outlets throughout the country and in some international markets.
Bravo! Foods' Slammers® are now available at more than 30,000 stores nationwide, including such popular chains as: 7-Eleven, A&P, Associated Grocers, BI LO, Brunos, C/S Metro, Dutch Farms, Giant Food Stores, Jewel, Mars, Pathmark, Piggly Wiggly, Ralph's, Safeway, Sam's Club, Shaw's, Shop Rite, Speedway, SuperTarget, Unified, Waldbaums, Walgreens and White Rose.
