CEASE OF CONFIDENTIALITY OF MATERIAL EVENT
CORPORATE NAME : EMBOTELLADORA ANDINA S.A. SECURITIES
REGISTRY : 00124
TAX IDENTIFICATION N° : 91.144.000-8
In accordance with the provisions of Article 9 and Article
10, paragraph two of Law No. 18,045, and General Rule No. 30
of the Chilean Superintendence of Securities and Insurance,
and duly authorized to that effect by the board of directors,
I hereby inform the cease of the reasons for the
confidentiality of the material event regarding Embotelladora
Andina S.A. ( "Andina"), its business, its values of public
offering or the tender of them as a material event,
previously informed to the Chilean Superintendence of
Securities and Insurance in our letter dated January 13,
2012:
During a confidential board session held January 13, 2012,
Mr. Gonzalo Said was appointed as negotiator to explore a
possible merger with Embotelladoras Coca-Cola Polar S.A. and
with the support of JP Morgan Securities and Juan Francisco
Gutiérrez, the directors of Embotelladoras Coca-Cola Polar
S.A. were contacted for such purpose.
Subsequently, during board session held January 31, 2012, the
board was informed about the terms of said initial agreement
("Agreement Memorandum") intended to be subscribed between
Andina and its controlling shareholders and Embotelladoras
Coca-Cola Polar S.A. and its controlling shareholders,
containing the general conditions and clauses leading to a
merger by incorporation of Embotelladoras Coca-Cola Polar
S.A. to Andina. The subscription of the Agreement Memorandum
was approved by the Board of Directors.
As a consequence of the Agreement Memorandum I hereby inform
the Chilean Superintendence of Securities and Insurance about
the cease of confidentiality of the material event informed
on January 13, 2012 and accordingly we will proceed to inform
the market about this situation through a material event.
Santiago, February 2, 2012.
(signed)
Andrés Wainer
Chief Financial Officer
Embotelladora Andina S.A.
MATERIAL EVENT
CORPORATE NAME : EMBOTELLADORA ANDINA S.A. SECURITIES
REGISTRY : 00124
TAX IDENTIFICATION NUMBER : 91.144.000-8
In accordance with the provisions of Article 9 and Article
10, paragraph two of Law No. 18,045, and General Rule No. 30
of the Chilean Superintendence of Securities and Insurance,
and duly authorized to that effect by the board of directors,
I hereby inform the following regarding Embotelladora Andina
S.A. (the "Company"), its business, its values of public
offering or the tender of them as a material event:
On this date, the Company and its controllers, Inversiones
Freire Limitada and Inversiones Freire Dos Limitada (jointly,
"Freire"), and, Embotelladoras Coca-Cola Polar S.A. and its
controller, Inversiones Los Aromos Limitada, have signed a
memorandum of understanding, which contains the general
conditions leading to the merger by incorporation to take
place between Embotelladoras Coca-Cola Polar S.A. and the
Company, which would be the acquiring company. According to
the aforementioned memorandum, a promissory merger agreement
will be negotiated in good faith, which will contain the
final terms and conditions thereof, along with a shareholders
agreement format that will be signed between Freire and
Inversiones Los Aromos Limitada once the merger materializes.
Every reasonable effort will be made in order to conclude
this process on a date yet to be determined but in any event,
no later than March 15th, 2012.
The operation will be materialized through a merger by
acquisition and exchange of newly issued shares of the
Company, at a rate of 0.33269 Series A Company shares and
0.33269 Series B Company shares, per each share of
Embotelladoras Coca-Cola Polar S.A. ("Exchange Rate").
The Exchange Rate implies that the current shareholders of
Embotelladoras Coca-Cola Polar S.A. will have a
19.68% of the shareholding ownership of the Company once
merged.
Prior to the execution of the merger, the Company and
Embotelladoras Coca-Cola Polar S.A. will distribute dividends
to their shareholders, in addition to those already declared
and distributed to date, of the corresponding incomes of
2011, in the amount of Ch$28,155,862,307 and
Ch$29,565,609,857, respectively, which represents Ch$35.27
per Series A share and Ch$38.80 per Series B share in the
case of the Company, and Ch$105.59 per share in the case of
Embotelladoras Coca-Cola Polar S.A.
Considering figures for the 12 month-period ended September
30, 2011, the merged entity would have a pro-forma sales
volume of 641 million unit cases, equivalent to approximately
US$2,563 million in net sales, becoming one of the largest
Coca-Cola bottlers in Latin America with operations in
Argentina, Brazil, Chile and Paraguay.
Santiago, February 2, 2012. (signed)
Andrés Wainer
Chief Financial Officer
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Material Events Andina and Coca-Cola Polar Agreement |