LONDON & DENVER -- SABMiller plc and Molson Coors Brewing Co. each received a request last week for additional information (commonly referred to as a "second request") from the Antitrust Division of the U.S. Department of Justice (DOJ) regarding the proposed combination of their respective U.S. and Puerto Rican subsidiaries, Miller and Coors, into a joint venture.
The effect of the second request is to extend the waiting period of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 as amended, until 30 days after substantial compliance with the [image-nocss] second request, unless that period is extended voluntarily by the companies or terminated sooner by the DOJ.
Leo Kiely, CEO of Molson Coors, said, "The DOJ request for additional information is a normal and customary part of the regulatory review process. We are cooperating fully with the DOJ's review and will comply with the second request in a timely manner, and our goal remains to close the transaction by mid-2008."
Graham Mackay, CEO of SABMiller, added, "SABMiller and Molson Coors are still on track to reach final agreements by the end of 2007 and believe that the MillerCoors joint venture will create a stronger, brand-led U.S. brewer with the scale, resources and distribution platform to compete more effectively in the increasingly competitive U.S. marketplace."
In addition to reaching final agreements, closing of the transaction is subject to obtaining clearances from the U.S. competition authorities and certain other regulatory clearances and third-party consents as required.
The transaction will require the approval of a majority of Molson Coors' Class A common and exchangeable shareholders, which is expected to be given at the time of signing the definitive agreements from the Molson and Coors families, who own a majority of such shares. The transaction does not otherwise require approval by the shareholders of either company.
The Miller business and the Coors business will continue to be conducted separately and in the ordinary course between signing and completion.
London-based SABMiller plc is one of the world's largest brewers with brewing interests or distribution agreements in more than 60 countries across six continents. The group's brands include premium international beers such as Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as an exceptional range of market leading local brands.
Denver-based Molson Coors is one of the world's leading brewers. It brews, markets and sells a portfolio of premium quality brands such as Coors Light, Molson Canadian, Molson Dry, Carling, Coors, and Keystone Light. It operates in Canada, through Molson Canada; in the U.S., through Coors Brewing Co.; in the UK, Europe and Asia, through Coors Brewers Ltd.
Miller produces, markets and sells the Miller portfolio of brands in the United States. The Miller business to be contributed to the joint venture does not include the sales of Miller brands outside the United States, but does include the sale of other SABMiller brands in the United States.
Coors produces, markets and sells the Coors portfolio of brands in the United States and Puerto Rico, which is managed as an integral part of the U.S. business. The Coors business to be contributed to the joint venture will not include the sales of Coors brands outside the United States and Puerto Rico. The business to be contributed does include the sale of other Molson Coors brands in the United States and Puerto Rico.
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