Coca-Cola FEMSA and Grupo CIMSA Announce Agreement to Merge

This merger with one of the largest franchises in the Mexican Coca-Cola bottling system confirms that Company represents an attractive, transparent and diversified investment vehicle for families that have been in the beverage industry for a long time.

Sep 20 2011 --- Coca-Cola FEMSA, S.A.B. de C.V., the largest public bottler of Coca-Cola products in the world in terms of sales volume, and Corporación de los Ángeles, S.A. de C.V. and its shareholders (“Grupo CIMSA”) have agreed to merge their beverage businesses. Grupo CIMSA, a Mexican family-owned Coca-Cola bottler, operates mainly in the states of Morelos and Mexico, as well as in parts of the states of Guerrero and Michoacan. Grupo CIMSA’s bottling operation is expected to sell 159 million unit cases of beverages in Mexico in 2011.

The merger agreement has been approved by Coca-Cola FEMSA’s Board of Directors and is subject to the completion of confirmatory legal, financial, and operating due diligence and to customary regulatory and corporate approvals, among them the approval of The Coca-Cola Company and the Comisión Federal de Competencia, the Mexican antitrust authority. Both Coca-Cola FEMSA and Grupo CIMSA will call for an extraordinary shareholders meeting for the approval of this merger.

The aggregate enterprise value of this transaction is Ps. 11,000 million. As a result of the merger, Grupo CIMSA’s shareholders will receive 75.4 million newly issued KOF series L shares at a value of Ps. 118.00 per share, calculated on the average closing price of the KOF series L share over the last 27 trading days prior to the announcement of this agreement. The number of shares could be adjusted within agreed upon thresholds pending the completion of the due diligence process. As part of the transaction, Coca-Cola FEMSA will assume approximately Ps. 2,100 million in net debt.

In addition, through this transaction, Coca-Cola FEMSA will become the owner of a 13.2% stake in Promotora Industrial Azucarera, S.A. de C.V. (“PIASA”), a participant in the Mexican sugar industry.

“We continue to move in the right direction. This merger with one of the largest franchises in the Mexican Coca-Cola bottling system confirms that our Company represents an attractive, transparent and diversified investment vehicle for families that have been in the beverage industry for a long time. This new partnership will leverage the geographic fit of our contiguous territories, our shared best practices, and the strength of our combined multi-category portfolio of beverages. We feel honored to receive this vote of confidence from Grupo CIMSA’s shareholders, and we remain committed to responsibly manage our business to continue growing together and to deliver increased value for all of our shareholders,” said Carlos Salazar Lomelin, Chief Executive Officer of the Company.

Mr. Antonio Rivera Venegas founded the company “Corcho y Lata” in Orizaba, Veracruz in 1925. Subsequently, in 1936, he was granted his first Coca-Cola franchise agreement for certain territories in the center of Mexico. In 1943, Embotelladora de Cuernavaca was established in the state of Morelos, with additional franchises secured in Toluca and Altamirano, in 1955 and 1975, respectively. Altogether, these franchises currently operate 3 bottling facilities and 18 distribution centers, with nearly 4,600 employees serving close to 75,000 clients.

In 2011, Grupo CIMSA is expected to generate net revenue of approximately Ps. 4,785 million, and on an estimated pro forma consolidated basis, it is expected to generate EBITDA of Ps. 1,102 million.

Grupo CIMSA’s beverage division and Coca-Cola FEMSA’s Mexican operations, including pro forma volumes of Grupo Tampico’s beverage division, have a combined sales volume that represents 50% of the Coca-Cola system’s volume in Mexico, consolidating Coca-Cola FEMSA’s position as the largest bottler in Mexico.

Profit and Creel, García-Cuéllar, Aiza y Enríquez acted as exclusive financial and legal advisors, respectively, to Grupo CIMSA in this transaction.

Deloitte Galaz, Yamazaki, Ruiz Urquiza, S.C. and Ritch Mueller acted as financial and legal advisors, respectively, to Coca-Cola FEMSA in this transaction.