Cott Corp., Toronto, said it signed a definitive agreement
to acquire privately held Cliffstar Corp., Dunkirk, N.Y., for cash consideration
of $500 million, payable at closing, and subject to adjustments for working
capital and other items.
In addition to the $500 million due at signing, Cliffstar is entitled to $14 million of deferred consideration, which will be
paid over a three-year period, Cott said. Cliffstar also is entitled to an additional
contingent earnout consideration of up to a maximum of $55 million, based upon
the achievement of certain performance measures during the fiscal year ending
Jan. 1, 2011, as well as successful completion of certain expansion projects in
2010.
“As the clear leader in private label shelf-stable juice,
Cliffstar is an ideal partner for Cott as we strengthen our position in private
label beverages,” said Jerry Fowden, Cott CEO. “A combination with Cliffstar
expands Cott’s product portfolio and manufacturing capabilities, enhances our
customer offering and growth prospects, and improves our strategic platform for
the future. Combined with Cliffstar, Cott will be a more diversified company
with long-term advantages for our shareowners and retailer partners.”
