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Cleary, Cahill, Slaughters and A&O share a Coke on bottler’s €28bn three-way merger

A raft of Global 100 firms, including Allen & Overy (A&O) and Slaughter and May, have won work as three of Europe’s bottlers combine to form the world’s largest independent Coca-Cola bottler.

The three-way merger will see bottling operations Coca-Cola Enterprises (CCE), Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke (CCEAG) merge into a new European bottler, serving over 300m consumers across 13 countries and with net revenues of $12.6bn. The new business has been estimated to have a value around €28bn.

A&O acted for Spanish-company Coca-Cola Iberian Partners with a large cross-border team from London, New York, Frankfurt, Amsterdam, Paris, Luxembourg and Brussels.

The Magic Circle firm’s team was led by M&A partners Ed Barnett in London and Eric Shube in New York, while Dave Lewis in New York led on US tax advice. German partners Matthias Horn and Hans-Peter Loew advised on the contribution of the German bottler CCEAG, while other partners advising on the transaction included London partners Sarah Henchoz for employment, James Roe on equity capital markets, Chris Harrison covering Tax and Alasdair Balfour antitrust. In Amsterdam Justin Steer from the equity capital market group provided support while Uria Menendez also served as legal counsel.

A large cross-border team from Cleary Gottlieb Steen & Hamilton, based in New York, London and Brussels acted for The Coca-Cola Company led by partners Matt Salerno, Vic Lewkow, Simon Jay, Sam Bagot, and Raj Panasar. Partner Nick Levy advised on antitrust and counsel Kathleen Emberger advised on employee benefits matters. Skadden, Arps, Slate, Meagher & Flom provided tax advice with New York based partner David Rievman advising.

Cahill Gordon & Reindel represented CCE led by corporate partners Helene Banks and John Schuster, antitrust partner Elai Katz and tax partner Craig Horowitz. Slaughters represented CCE on UK matters with a team including William Underhill and Padraig Cronin, who were supported by competition partner Bertrand Louveaux,; pensions and employment partners Charles Cameron and Roland Doughty; and tax partner Steve Edge. Hengeler Mueller in Germany, Pérez-Llorca in Spain and De Brauw Blackstone Westbroek in the Netherlands also all picked up work from the deal.

CCE’s franchise relationship committee used Clay Long Esq and Baker Hostetler as legal counsel.

A&O partner Ed Barnett commented: ‘This was an extremely complex cross-border transaction involving three very established entities with strong brand equity coming together to create a new company that will deliver significant synergies and drive profitable growth.’

At closing, Coca-Cola Iberian Partners and The Coca-Cola Company will own 34% and 18% of the combined company respectively, with CCE shareowners owning 48% on a fully diluted basis. CCE shareowners will receive, for each CCE share held, one share of Coca-Cola European Partners and a one-time cash payment of $14.50. The cash payment, totaling around $3.3bn, will be funded by the new company using newly issued debt.

The merger is expected to close in the second quarter of 2016, and is subject to approval by Coca-Cola Enterprises Limited’s shareowners.