Coca-Cola Europacific Partners PLC (ENXTAM:CCEP) and Aboitiz Equity Ventures, Inc. (PSE:AEV) agreed to acquire Coca-Cola Beverages Philippines, Inc. from The Coca-Cola Company (NYSE:KO) for $1.8 billion on August 2, 2023. The proposed acquisition is subject to a number of conditions, including satisfactory completion of due diligence (which is well underway), the parties concluding definitive agreements and the receipt of regulatory approvals. CCEP and AEV?s non-binding Letter of Intent with KO implies an enterprise value (EV) for CCBPI of $1.8 billion (on a debt free cash free basis). The consideration would be paid in cash, which would have a modest impact on CCEP?s leverage; CCEP?s guidance to return to the top end of its Net Debt to Adjusted EBITDA range of 2.5-3.0 times by the end of FY23 would instead be expected to be achieved during FY24. CCBPI delivered $1.71 billion of revenue and $90 million of PBT in FY22. As CCEP would be the majority owner (60%), it is expected to consolidate CCBPI as of the acquisition date and establish a non-controlling interest representing AEV?s minority interest (40%). The business would be governed by a Board of 5 members, three appointed by CCEP and two by AEV. CCEP would also appoint the CEO. The potential transaction, if entered into, would be expected to close around the end of FY23. As of November 20, 2023 Coca-Cola Europacific Partners plc together with Aboitiz Equity Ventures Inc, entered into a definitive agreement to jointly acquire Coca-Cola Beverages Philippines, Inc. from The Coca-Cola Company. The transaction is currently expected to close in Q1 of 2024.The transaction is subject to a number of customary closing conditions, including clearance from the Philippine Competition Commission. As on January 25, 2024, Philippine Competition Commission approved the transaction. The parties expect to close the transaction towards the end of February, 2024 after receipt of the PCC approval and upon completion of the remaining conditions.

Rothschild & Co are acting as financial adviser to CCEP. Claire Cooke, Jordan Ellison, Duncan Blaikie, Charles Osborne, Clare Wardle, Paul van Reesch, Melissa Ratchev,Roland Turnill and Rob Innes of Slaughter and May and Villaraza & Angangco are acting as legal counsel to CCEP. Nomura Securities Co., Ltd. acted as financial advisor to Aboitiz Equity Ventures, Inc. Merrill Lynch International acted as financial advisor to he Affiliated Transaction Committee (ATC) of the Board of Directors of Coca-Cola Europacific Partners PLC. Jonathan B. Stone, Rajeev P. Duggal, Andrew S. Cohn, Andrew L. Foster, Jacqueline Arena, Rory McAlpine, Andrew D. Woodard, Victor Hollender, Jay P. Cosel of Skadden represented Aboitiz Equity Ventures Inc. BofA Securities, Inc. acted as financial advisor to Coca-Cola Europacific Partners PLC.

Coca-Cola Europacific Partners PLC (ENXTAM:CCEP) and Aboitiz Equity Ventures, Inc. (PSE:AEV) completed the acquisition of Coca-Cola Beverages Philippines, Inc. from The Coca-Cola Company (NYSE:KO) on February 23, 2024. The transaction is thus immediately EPS accretive for Coca-Cola Europacific Partners PLC. The transaction consideration has been funded through existing liquidity and incremental borrowing.