Molson Coors Brewing Company

Molson Coors Brewing Company

February 09, 2005 23:59 ET

Molson and Coors Complete Merger to Form Molson Coors Brewing Company

MONTREAL, Canada and GOLDEN, Colorado, Feb. 9 - Molson Inc.
(TSX: MOL.A) and Adolph Coors Company (NYSE: RKY) today announced that they
have completed the transaction announced on July 22, 2004 to combine Molson
and Coors in a merger of equals. Molson Coors Brewing Company is a new global
brewing company with the operating scale and balance sheet strength to be a
major player in the continuing consolidation of the brewing industry.

Molson and Coors shareholders approved the combination at their special
shareholder meetings held on January 28 and February 1, 2005, respectively,
and the Québec Superior Court approved the transaction as required by Canadian
law on February 2, 2005.

W. Leo Kiely III, chief executive officer of Molson Coors Brewing Company
said, "By combining Molson and Coors, we have created a company with the
market and financial strength necessary to drive organic growth and compete
more effectively in today's increasingly challenging global market, while
preserving the rich heritages of two of the world's most prominent brewing
companies. We look forward to drawing on this brewing heritage and the
combined strengths of a world-class management team to deliver greater value
to our customers, partners, employees and shareholders."

"This transaction marks a new and important chapter in the history of
both companies," said Eric H. Molson, chairman of Molson Coors Brewing
Company. "It leverages successful business relationships and builds on the
strategic and cultural fit between our two companies. With an impressive track
record in brewing excellence, the new Molson Coors Brewing Company will be a
dynamic and competitive organization that will create long-term value for our
shareholders and the communities in which we operate."

Summary of the Transaction

The transaction was structured as a Plan of Arrangement under which each
share of Molson held by a Canadian resident was exchanged, at the election of
the holder, for exchangeable shares in a Canadian subsidiary of Molson Coors
and/or Molson Coors stock. Molson shares held by nonresidents of Canada have
been exchanged for Molson Coors stock. The transaction was structured to be
tax deferred to Canadian resident Molson shareholders who have properly
elected to receive exchangeable shares, and taxable to U.S. holders of Molson
shares and those Canadian resident Molson shareholders who choose to convert
to Molson Coors stock.

Under the Plan of Arrangement, each Molson Class B common share has been
converted into shares which were exchanged for 0.126 voting share and 0.234
non-voting share of Molson Coors (or exchangeable shares, as applicable) and
each Molson Class A non-voting share has been converted into shares which were
exchanged for 0.360 non-voting share of Molson Coors (or exchangeable shares,
as applicable). A total of 2,437,513 Class A exchangeable shares and
32,161,792 Class B exchangeable shares of Molson Coors Canada and 64,275
shares of Class A common stock and 12,084,689 shares of Class B common stock
of Molson Coors Brewing Company have been issued as part of the merger
transaction to former Molson shareholders. In addition, Molson shareholders of
record at close of business on February 8, 2005, were eligible to receive a
CDN $5.44 special dividend as part of the transaction.

Starting today, the Molson Coors Brewing Company is listed on the New
York Stock Exchange under the ticker symbol NYSE:TAP.A and TAP. On the Toronto
Stock Exchange, Molson Coors common stock trades under the ticker symbol TAP.A
and TAP.NV, and the exchangeable Class A and Class B shares trade under the
symbol TPX.LV.A and TPX.NV.

Executive Offices and Headquarters

Molson Coors executive offices will be located in the metropolitan areas
of Denver, Colorado and Montréal, Québec. The Canadian operational
headquarters will be located in Toronto, Ontario, the U.S. operational
headquarters will be in Golden, Colorado, the U.K. headquarters will be in
Burton-on-Trent, and the Brazilian headquarters will be in Sao Paulo, Brazil.

Management Structure and Board Composition

Molson Coors Brewing Company is drawing on an accomplished group of
leaders from both companies: Eric H. Molson serves as chairman of the Board;
W. Leo Kiely III, chief executive officer; Daniel J. O'Neill, vice chairman,
synergies and integration; and Timothy V. Wolf, chief financial officer.

Molson Coors Brewing Company will have a 15-member Board of Directors
composed of five members nominated by the Molson family, five members
nominated by the Coors family and three directors elected by the company's
non-voting shareholders including holders of non-voting exchangeable shares.
W. Leo Kiely III and Daniel J. O'Neill are directors. Nine members of the
company's Board of Directors will be independent of management and the
controlling shareholders.

Synergies and Cost Savings

The company has established an Office of Synergies and Integration to
facilitate the development and implementation of plans to achieve the expected
benefits of the transaction. Through this Office, chaired by Daniel J.
O'Neill, the company expects to achieve annualized synergies of approximately
US$175 million over three years. The principal sources of these synergies
include the optimization of brewery networks, increased procurement
efficiencies, streamlined organizational design and consolidated
administrative functions.

Portfolio of brands

The Molson Coors company has a well-established beverage portfolio that
includes Coors Light, Molson Canadian and Carling. In addition, Coors,
Keystone, Aspen Edge, Zima XXX, Worthington's, Molson Ultra, Export, Molson
Dry, Rickard's and Kaiser will be important brands in the portfolio.

About Molson Coors Brewing Company

Molson Coors Brewing Company (NYSE: TAP, TSX: TAP.NV) is the fifth-
largest brewer in the world, with pro-forma combined annual volume of
60 million hectoliters and net sales of more than US$6 billion. Molson Coors
has a leading market share in Canada and in the U.K., a growth profile in the
U.S. and an emerging market opportunity in Brazil, as well as a portfolio of
well-established brands including Molson Canadian, Coors Light and Carling.
Founded by pioneering families and tracing its roots back to 1786, Molson
Coors Brewing Company has 18 breweries and 15,000 employees worldwide.

Forward-Looking Statements

This press release includes "forward-looking statements" within the
meaning of the U.S. federal securities laws. Forward-looking statements
are commonly identified by such terms and phrases as "would," "may,"
"will," "expects" or "expected to" and other terms with similar meaning
indicating possible future events or actions or potential impact on the
businesses or shareholders of Molson Coors Brewing Company ( the
"Company"). All forward-looking statements in this press release are
expressly qualified by information contained in the Company's filings
with regulatory authorities. The Company does not undertake to update
forward-looking statements, whether as a result of new information,
future events or otherwise.

Certain factors that could cause the Company's results to differ
materially from those described in the forward-looking statements can be
found in the definitive proxy statement and the periodic reports filed by
the Company with the Securities and Exchange Commission and available at
the Securities and Exchange Commission's internet site
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Contact Information

  • Investors: Dave Dunnewald, (303) 279-6565;
    Media: Sylvia Morin, (514) 590-6345