| Tue 1 Jul 2008, 7:05 | | SAB - SABMILLER PLC - SABMILLER PLC and Molson Coors announce launch of |
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SAB
SOSAB
SAB - SABMILLER PLC - SABMILLER PLC and Molson Coors announce launch of
Millercoors
SABMILLER PLC
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
SABMILLER PLC AND MOLSON COORS ANNOUNCE LAUNCH OF MILLERCOORS
DYNAMIC, BRAND-LED BREWER HAS INCREASED SCALE, STRONG RESOURCES
AND ENHANCED DISTRIBUTION PLATFORM
MillerCoors Board of Directors Named
Pro Forma Figures Updated
______________________________________________
June 30, 2008 (London and Denver) -- SABMiller plc (SAB.L) and Molson Coors
Brewing Company (NYSE: TAP; TSX: TPX) today announced the closing of the
transaction to combine their U.S. and Puerto Rico operations to create
MillerCoors.
MillerCoors, which will begin operating as a combined entity on July 1, 2008,
will be a dynamic, brand-led U.S. brewer with the scale, resources and
distribution platform to succeed in the highly competitive marketplace.
"As a unified company with a world-class board and leadership team in place,
MillerCoors will be able to create tremendous opportunities for innovations in
products and services that will allow us to drive profitable growth," said Pete
Coors, Chairman of MillerCoors. "Personally, I am thrilled to be part of such
an exciting and innovative organization and look forward to serving as the
Chairman of this new business."
Graham Mackay, Chief Executive of SABMiller, said, "Today is an historic day in
the American beer business, not only for the shareholders of both SABMiller and
Molson Coors, but for MillerCoors consumers, employees, distributors and
business partners. Now that the transaction has closed and MillerCoors is a
reality, the strong leadership team we have put in place is ready to execute and
realize the tremendous potential of this great organization."
Leo Kiely, Chief Executive of MillerCoors, said, "MillerCoors will be
entrepreneurial, with the ability to operate with speed and agility in the
marketplace, backed by the powerful combined resources of two exceptionally
successful companies. We will drive profitable growth and bring new energy to
the U.S. beer industry. Our focus now is to deliver on the $500 million in
identified annualized cost synergies by improving sourcing across our eight
major breweries, building a streamlined organization and leveraging the scale of
the new company. Our talented people are experienced and passionate about this
business and - importantly - are determined to win."
SABMiller and Molson Coors have each named five representatives to the
MillerCoors Board of Directors, as follows:
* Pete Coors, Vice-Chairman of Molson Coors Brewing Company and Chairman of
the MillerCoors Board
* Graham Mackay, Chief Executive Officer of SABMiller plc and Vice-Chairman
of the MillerCoors Board
* Peter Swinburn, President and Chief Executive Officer of Molson Coors
* Sam Walker, Global Chief Legal Officer and Corporate Secretary of Molson
Coors
* Stewart Glendinning, Global Chief Financial Officer of Molson Coors
* Dave Perkins, President, Global Brand and Market Development of Molson
Coors
* Malcolm Wyman, Chief Financial Officer of SABMiller plc
* Nick Fell, Group Marketing Director of SABMiller plc
* Johann Nel, Group Human Resources Director of SABMiller plc
* Sue Clark, Corporate Affairs Director of SABMiller plc
Updated Pro Forma Figures
Based on results for Miller and Coors reported under International Financial
Reporting Standards (IFRS) for the year ended March 31, 2008, and U.S. GAAP for
the four fiscal quarters ended March 30, 2008, respectively, MillerCoors` annual
pro forma combined beer sales were 70.1 million U.S. barrels (82.3 million
hectoliters), which is a 1.6 percent increase versus the comparable pro forma
period a year earlier. Pro forma net revenues were approximately $7.0 billion
for the most recent year, a 6 percent increase versus a year earlier. Pro forma
combined EBITDA totaled approximately $991 million, an 18 percent year-over-year
increase. Pro forma EBIT of $743 million increased 27 percent from a year
earlier.
MillerCoors Joint Venture Pro Forma
Miller CoorsSqua Pro Forma Pro Forma
red Combined Combined
For the For the
Year Year Ended
Ended
For the For the
Fiscal Four
Year Fiscal
Ended Quarters
Ended
March March March March 2007
31, 2008 30, 2008 2008
Net Revenue (US $4.2 $2.8 $7.0 $6.6
$billion)
EBITDA* (US $580 $411 $991 $842
$million)
EBIT** (US $431 $312 $743 $583
$million)
Sales to 45.5 24.6 70.1 69.0
Wholesalers***
(millions of US
barrels)
Miller results are composed of the US and Puerto Rico businesses
and exclude the International segment ("Miller"). Net revenue,
EBITDA, EBIT and sales to wholesalers (in millions of hectoliters),
as reported in SABMiller`s Annual Financial Statements, under IFRS,
before exceptional items. EBITDA and EBIT include a non-recurring
gain of US $33 million from the October 2007 settlement of a
dispute with the Ball Metal Beverage Container Corporation.
SquaredCoors results are composed of the U.S. business unit of
Molson Coors, including Puerto Rico, as reported under US GAAP,
excluding special items.
*EBITDA - Earnings before interest, taxes, depreciation and
amortization, excluding exceptional and special items - a non GAAP
measure. See tables below for reconciliations to nearest U.S. GAAP
and IFRS measures.
**EBIT - Earnings before interest and taxes, excluding exceptional
and special items - a non GAAP measure. See tables below for
reconciliations to nearest U.S. GAAP and IFRS measures.
***Sales to Wholesalers in millions of hectoliters - Miller: 53.4,
Coors: 28.9, Pro Forma Combined 2008: 82.3, Pro Forma Combined
2007: 80.9.
MillerCoors Financial Reporting Schedule
SABMiller and Molson Coors Brewing Company will release MillerCoors quarterly
financial results in U.S. GAAP on the same day as Molson Coors` scheduled
earnings announcements and prior to the opening of the London Stock Exchange.
These results will also contain a reconciliation from U.S. GAAP results to IFRS
results.
The current anticipated 2008-2009 financial reporting calendar for MillerCoors
is set out below. (These dates are subject to change without notice.)
Quarter End MillerCoors Release
September 2008 November 5, 2008
December 2008 February 10, 2009
March 2009 May 5, 2009
June 2009 August 3, 2009
September 2009 November 4, 2009
December 2009 February 9, 2010
Overview of SABMiller
SABMiller plc is one of the world`s largest brewers with brewing interests or
distribution agreements in over 60 countries across six continents. The group`s
brands include premium international beers such as Miller Genuine Draft, Peroni
Nastro Azzurro, Grolsch and Pilsner Urquell, as well as an exceptional range of
market leading local brands. Outside the USA, SABMiller plc is also one of the
largest bottlers of Coca-Cola products in the world. In the year ended March 31,
2008, the group reported $3,560 million operating profit before exceptional
items and revenue of $21,410 million. SABMiller plc is listed on the London and
Johannesburg stock exchanges. For more information on SABMiller plc, visit the
company`s website: www.sabmiller.com.
Overview of Molson Coors
Molson Coors Brewing Company is one of the world`s largest brewers. It brews,
markets and sells a portfolio of leading premium quality brands such as Coors
Light, Molson Canadian, Molson Dry, Carling, Coors, and Keystone Light in North
America, Europe and Asia. For more information on Molson Coors Brewing Company,
visit the company`s Web site, http://www.molsoncoors.com.
Overview of Miller and Coors and Related Reconciliations
The tables below reconcile EBIT and EBITDA, each a non-U.S. GAAP measure, to the
nearest U.S. GAAP and IFRS measures. Management of both companies believes that
EBIT and EBITDA provide shareholders with a useful basis for assessing the
profit and cash generation performance of MillerCoors. There are limitations to
using non-GAAP financial measures, including the difficulty associated with
comparing companies that use similarly named non-GAAP measures whose
calculations may differ from the company`s calculations.
Miller
Miller produces, markets and sells the Miller portfolio of brands in the U.S.
and Puerto Rico. The Miller business to be contributed to the joint venture
("Miller") does not include the sales of Miller brands outside the U.S. and
Puerto Rico, but does include the sale of other SABMiller brands in the U.S and
Puerto Rico.
Miller EBIT and EBITDA - Fiscal Year ended March 31, 2008
Miller
(In millions of $US) Fiscal Year Ended
March 31, 2008
IFRS: North America segmental operating profit 462
before exceptional items - reported
Less: International segment operating profit (31)
before exceptional items (EBIT)
IFRS: Miller operating profit before 431
exceptional items (EBIT)
Percent change vs. prior year Miller operating 26%
profit before exceptional items (EBIT)
Add back: Miller depreciation & amortization 149
Non-GAAP: Miller EBITDASquared 580
Percent change vs. prior year EBITDASquared 20%
Fiscal Year Ended
March 31, 2007
IFRS: North America segmental operating profit 366
before exceptional items - reported
Less: International segment operating profit (24)
before exceptional items (EBIT)
IFRS: Miller operating profit before 342
exceptional items (EBIT)
Add back: Miller depreciation & amortization 142
Non-GAAP: Miller EBITDASquared 484
EBIT - Earnings Before Interest and Taxes, before exceptional
items
SquaredEBITDA - Earnings Before Interest, Taxes, Depreciation and
Amortization, before exceptional items
Coors
Coors produces, markets and sells the Coors portfolio of brands in the U.S. and
Puerto Rico, which is managed as an integral part of the U.S. business, and also
holds 50% interests in the Rocky Mountain Metal Corporation and Rocky Mountain
Bottle Corporation joint ventures. The Coors business contributed to the joint
venture (the "Coors Business") does not include the sales of Coors brands
outside the U.S. and Puerto Rico. The business contributed does include the
sale of other Molson Coors brands in the U.S. and Puerto Rico.
Coors U.S. Underlying Pretax Earnings - Four Fiscal Quarters
ended March 30, 2008
(Pretax Income, Excluding Special Items)
(Note: Some numbers may not sum due to
rounding.)
Coors
U.S.
(In millions of $US) Four
Fiscal
Quarters
Ended
March 30,
2008
U.S. GAAP: Pretax income - reported 311
Add back: Pretax special items - net (described 2
below)
Non-GAAP: Underlying pretax income (EBIT) 312
Percent change vs. prior year underlying pretax 29%
income (EBIT)
Add back: Depreciation & amortization 99
Non-GAAP: Underlying EBITDASquared 411
Percent change vs. prior year underlying 15%
EBITDASquared
Four
Fiscal
Quarters
Ended
April 1,
2007
U.S. GAAP: Pretax income 189
Add back: Pretax special items - net (described 52
below)
Non-GAAP: Underlying pretax income (EBIT) 241
Add back: Depreciation & amortizationCubed 117
Non-GAAP: Underlying EBITDASquared 358
EBIT - Earnings Before Interest and Taxes, excluding
special items
SquaredEBITDA - Earnings Before Interest, Taxes,
Depreciation and Amortization, excluding special items
CubedDepreciation and amortization, excluding $40 million
of Memphis brewery accelerated depreciation (special item)
Special Items:
Q2 `06 - U.S. results included a $26.4 million pretax
special charge related primarily to the scheduled closure
of the Company`s Memphis brewery in early September. These
charges include accelerated depreciation of Memphis assets
and limited restructuring and project expenses.
Q3 `06 - U.S. results included a $25.5 million pretax
special charge related primarily to the closure of the
Company`s Memphis brewery, which was completed on
September 6. These charges include accelerated
depreciation of Memphis assets, severance and other plant
closure costs.
Q3 `07 - Pretax special charges of $2.8 million in the
U.S. were due to supply chain restructurings.
Q4 `07 - U.S. results included a $6.7 million special
charge for a retention program for Coors Brewing Company
employees during the joint-venture approval waiting
period.
Q1 `08 - The $8.0 million net benefit in the U.S. resulted
from the sale of a company-owned distributorship,
partially offset by MillerCoors joint venture planning and
employee retention costs.
This announcement is for information only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire the securities of SABMiller or Molson Coors (the "Companies") in any
jurisdiction.
The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by the Companies to inform
themselves about and to observe any such restrictions.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of
the U.S. federal securities laws, and language indicating trends, such as
"anticipated" and "expected". It also includes financial information, of which,
as of the date of this press release, the Companies` independent auditors have
not completed their review. Although the Companies believe that the assumptions
upon which their respective financial information and their respective forward-
looking statements are based are reasonable, they can give no assurance that
these assumptions will prove to be correct. Important factors that could cause
actual results to differ materially from the Companies` projections and
expectations are disclosed in Molson Coors` filings with the Securities and
Exchange Commission and in SABMiller`s annual report and accounts for the year
ended March 31, 2008, and in other documents which are available on SABMiller`s
website at www.sabmiller.com. These factors include, among others, changes in
consumer preferences and product trends; price discounting by major competitors;
failure to realize anticipated results from synergy initiatives; and increases
in costs generally. All forward-looking statements in this press release are
expressly qualified by such cautionary statements and by reference to the
underlying assumptions. Neither SABMiller nor Molson Coors undertakes to update
forward-looking statements relating to their respective businesses, whether as a
result of new information, future events or otherwise. Neither SABMiller nor
Molson Coors accepts any responsibility for any financial information contained
in this press release relating to the business or operations or results or
financial condition of the other or their respective groups.
Contacts
For further information, please contact:
SABMiller / Miller Tel: +44 20 7659 0100/ 414 931-6313
Nigel Fairbrass Media Relations, SABMiller
Mob: +44 7799 894265
Molson Coors / Coors
Kabira Hatland Media Relations, Molson Coors Tel: (303) 277-2555
Date: 01/07/2008 07:05:06 Produced by the JSE SENS Department.
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