Yoli's family shareholders will receive 42.4 million new Coca-Cola Femsa series L shares worth 184 pesos per share, and Coca-Cola Femsa will also assume just over 1 billion pesos in debt, the companies said Thursday, Jan. 17.
The transaction, Coca-Cola's second announced deal in just over a month, will also give the buyer another 10.1% stake in sugar producer Promotora Industrial Azucarera SA de CV, taking its stake to 36.3%.
Yoli operates mainly in the southwestern state of Guerrero as well as in parts of neighboring Oaxaca. It sold about 99 million cases of Coke last year, generated just over 4 billion pesos in revenue and had estimated proforma Ebitda of 814 million pesos. The transaction is therefore pitched at a multiple of 10.8 times 2012 Ebitda, below the 13.5 times that Coca-Cola Femsa agreed to pay last month for 51% of its first Asian target, Coca-Cola Bottlers Philippines. The selling shareholder in that $688.5 million transaction was Coca-Cola Co., of Atlanta, which in turn owns about 30% of Coca-Cola Femsa.
Coca-Cola Femsa CEO Carlos Salazar Lomelin said in a statement that the Yoli deal, which the companies describe as a merger, "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," he added.
The agreement is conditional on completion of confirmatory legal, financial, and operating due diligence as well as antitrust and other regulatory approvals, and the go-ahead from Coca-Cola. Both buyer and target will call shareholders meetings to approve the deal.
Proyectos Financieros Especializados SC and Creel, García-Cuéllar, Aiza y Enríquez acted as financial and legal advisers, respectively, to Yoli.
Deloitte Galaz, Yamazaki, Ruiz Urquiza SC and Raz Guzmán Abogados acted as financial and legal advisers, respectively, to Coca-Cola Femsa.
Coca-Cola Femsa's leading shareholder is a unit of Fomento Económico Mexicano SAB de CV.
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