Coca-Cola FEMSA and Grupo Yoli Reach an Agreement to Merge

Coca-Cola FEMSA and Grupo Yoli Reach an Agreement to Merge Their
Bottling Operations 
MEXICO CITY -- (Marketwire) -- 01/17/13 --  Coca-Cola FEMSA, S.A.B.
de C.V. (BMV: KOFL) (NYSE: KOF) ("Coca-Cola FEMSA," "KOF," or the
"Company"), the largest public bottler of Coca-Cola products in the
world, and Grupo Yoli, S.A. de C.V. and its shareholders ("Grupo
Yoli"), one of the oldest family-owned Coca-Cola bottlers in Mexico,
operating mainly in the state of Guerrero as well as in parts of the
state of Oaxaca, have agreed to merge their operations. Grupo Yoli
sold approximately 99 million unit cases of beverages in Mexico in
2012. 
The merger agreement has been approved by both Coca-Cola FEMSA's and
Grupo Yoli's Boards of Directors and is subject to the completion of
confirmatory legal, financial, and operating due diligence and to
customary regulatory and corporate approvals, including the approval
of The Coca-Cola Company and the Comision Federal de Competencia, the
Mexican antitrust authority. Both Coca-Cola FEMSA and Grupo Yoli will
call for an extraordinary shareholders meeting for the approval of
this merger. 
The aggregate enterprise value of this transaction is Ps. 8,806
million. As a result of the merger, Grupo Yoli will receive
approximately 42.4 million newly issued KOF series L shares at a
value of Ps. 184.0 per share, calculated based on the average closing
price of the KOF series L share over the 10 trading days preceding
December 12, 2012, date on which we reached a non-binding agreement.
The number of shares may be adjusted within agreed upon thresholds,
pending the completion of the due diligence process. As part of the
transaction, Coca-Cola FEMSA will assume Ps. 1,009 million in net
debt. 
As a result of this transaction, Coca-Cola FEMSA will become the
owner of a 10.14% stake in Promotora Industrial Azucarera, S.A. de
C.V. ("PIASA"), a participant in the Mexican sugar industry. Assuming
this additional stake, Coca-Cola FEMSA will own 36.3% of one of
Mexico's leading sugar producers.  
"Since our founding almost 100 years ago, our goal has been to
fulfill our clients and consumers evolving needs in the non-alcoholic
beverage industry, while enhancing the well-being of our talented
team of professionals and the communities we serve. At this point in
our history, we are proud to merge with Coca-Cola FEMSA, a
like-minded company with a diversified geographic presence, an
experienced management team, and industry-leading growth prospects.
Loyalty to our company and to our employees, our devotion to quality
and excellence, our guiding principles of integrity and honesty, and
our commitment to create economic, social, and environmental value
are fully aligned with the values of our new partner. In addition to
our shared values, we are certain that, together, we can combine the
best practices and talent that we have developed at Grupo Yoli with
the expertise and track record of Coca-Cola FEMSA to solidify our
merged company's market leadership and create value for all of our
stakeholders," said the shareholders of Grupo Yoli. 
"As we enter a new year, for our company and the Mexican Coca-Cola
bottling system, we are pleased to announce our merger with another
of the oldest franchise territories in Mexico. Once again, we are
honored that a highly respected family with vast operating experience
in the soft drink industry favored us as an investment vehicle with
which to merge their business. Together, we will capitalize on the
geographic proximity of our contiguous territories, the mutual
benefit of our shared best practices, and the broad consumer appeal
of our integrated multi-category portfolio of beverages to create
value for all of our stakeholders. This transaction underscores our
commitment to continue expanding within Latin America. Moreover, our
advisory board will gain from the considerable experience and
expertise of Grupo Yoli's shareholders," said Carlos Salazar Lomelin,
Chief Executive Officer of the Company. 
Grupo Yoli was founded in the state of Guerrero in 1918 under the
name of "La Vencedora." The Coca-Cola Company granted the first
franchise agreement to these territories in 1938. Currently, Grupo
Yoli operates 2 bottling facilities and 20 distribution centers, with
close to 3,500 employees serving more than 69,000 clients. Within its
franchise territories, Grupo Yoli serves Acapulco and Ixtapa
Zihuatanejo, two of the most important tourist destinations in the
coast of the Pacific Ocean. 
In 2012, Grupo Yoli sold approximately 99 million unit cases of
beverages and generated slightly above Ps. 4,000 million in net
revenues. In addition, on a 2012 estimated pro forma consolidated
basis, it reached an EBITDA of Ps. 814 million. 
Proyectos Financieros Especializados, S.C. (Profit) and Creel,
Garcia-Cuellar, Aiza y Enriquez acted as exclusive financial and
legal advisors, respectively, to Grupo Yoli on this transaction. 
Deloitte Galaz, Yamazaki, Ruiz Urquiza, S.C. and Raz Guzman Abogados
acted as financial and legal advisors, respectively, to Coca-Cola
FEMSA on this transaction. 
CONFERENCE CALL INFORMATION 
We invite you to participate in the conference call to announce the
transaction, which will be held on Friday, January 18, 2013, at 10:00
A.M. Eastern Time (09:00 A.M. Mexico City Time). 
The speakers on this call will be: 
Mr. Robert Dotson, Chief Executive Officer of Grupo Yoli;
 Mr. Carlos
Salazar, Chief Executive Officer of Coca-Cola FEMSA; and
 Mr. Hector
Trevino, Chief Financial Officer of Coca-Cola FEMSA 
To participate in the conference call, please dial: Domestic U.S.:
866-356-4123 or International: 617-597-5393. We invite investors to
listen to the live audio cast of the conference call on the Company's
website, www.coca-colafemsa.com. 
If you are unable to participate live, an instant replay of the
conference call will be available through January 24, 2013. To listen
to the replay, please dial: Domestic U.S.: 888-286-8010 or
International: 617-801-6888. Pass code: 63248069. 
Coca-Cola FEMSA, S.A.B. de C.V. produces and distributes Coca-Cola,
Fanta, Sprite, Del Valle, and other trademark beverages of The
Coca-Cola Company in Mexico (a substantial part of central Mexico,
including Mexico City, as well as southeast and northeast Mexico),
Guatemala (Guatemala City and surrounding areas), Nicaragua
(nationwide), Costa Rica (nationwide), Panama (nationwide), Colombia
(most of the country), Venezuela (nationwide), Brazil (greater Sao
Paulo, Campinas, Santos, the state of Mato Grosso do Sul, part of the
state of Goias, and part of the state of Minas Gerais), Argentina
(federal capital of Buenos Aires and surrounding areas) and the
Philippines (nationwide), along with bottled water, juices, teas,
isotonics, beer, and other beverages in some of these territories.
The Company has 60 bottling facilities and serves more than 2,500,000
retailers with more than 100,000 employees worldwide. 
Grupo Yoli produces and distributes Coca-Cola, Yoli, Fanta, Del
Valle, and other trademark beverages of The Coca-Cola Company mainly
in the state of Guerrero, as well as in parts of the state of Oaxaca.
With its origins as a bottling business in 1918 in Taxco, Guerrero
under the name of "La Vencedora," Grupo Yoli was granted its first
Coca-Cola bottling franchise in 1938 and currently operates 2
bottling facilities and 20 distribution centers, with close to 3,500
employees serving more than 69,000 clients. 
For Further Information: 
Investor Relations 
Jose Castro
jose.castro@kof.com.mx
(52
55) 1519-5120 / 5121 
Roland Karig
roland.karig@kof.com.mx 
 (5255) 1519-5186 
Carlos Uribe
carlos.uribe@kof.com.mx
 (5255) 1519-5148 
Website: 
www.coca-colafemsa.com 
 
 
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