Intends To Purchase Up To $3.1B Of Its Common Stock Through Both A Modified "Dutch Auction" Tender Offer For Up To $2B Of Its Common Stock And A Separate Share Purchase Agreement With The Coca‐Cola Company
Intends To Purchase Up To $3.1B Of Its Common Stock Through Both A Modified "Dutch Auction" Tender Offer For Up To $2B Of Its Common Stock And A Separate Share Purchase Agreement With The Coca‐Cola Company
Intention to Repurchase Shares
回購股票的意向
The Company currently intends to purchase up to $3.1 billion in value of its Common Stock through both a modified "Dutch auction" tender offer for up to $2.0 billion of its Common Stock and a separate share purchase agreement (the "Purchase Agreement") with a subsidiary of The Coca‐Cola Company. The Company expects the price range for the tender offer to be $850 to $925 per share of Common Stock.
該公司目前打算通過修改後的高達20億美元普通股的 “荷蘭拍賣” 要約和與可口可樂公司子公司簽訂的單獨股票購買協議（“收購協議”）來購買價值高達31億美元的普通股。該公司預計，要約的價格區間爲普通股每股850美元至925美元。
Under the Purchase Agreement, the Company has agreed to buy, and a subsidiary of The Coca‐Cola Company has agreed to sell, at a purchase price equal to the price paid by the Company in the tender offer, a number of shares of Common Stock such that The Coca‐Cola Company would beneficially own 21.5% of the Company's outstanding shares of Common Stock after the repurchase and completion of the tender offer. The purchase of shares under the Purchase Agreement is conditioned on the purchase price applicable to the tender offer and the Share Repurchase being no less than $925 per share. Should the applicable price in the tender offer be less than $925 per share, The Coca‐Cola Company shall have the option, but not the obligation, to sell their shares at that price. The tender offer is expected to be launched on or about May 20, 2024 and the purchase of shares under the Purchase Agreement is expected to occur on the 11th business day following the expiration of the tender offer.
根據收購協議，公司已同意購買多股普通股，可口可樂公司的一家子公司也同意以等於公司在要約中支付的價格出售多股普通股，這樣，可口可樂公司將在回購和完成要約後實益擁有公司21.5％的已發行普通股。根據收購協議購買股份的條件是適用於要約的收購價格，股票回購不低於每股925美元。如果要約中的適用價格低於每股925美元，則可口可樂公司有權選擇但沒有義務以該價格出售其股票。本次要約預計將於2024年5月20日左右啓動，根據收購協議購買的股票預計將在要約到期後的第11個工作日進行。
"We believe that the proposed share repurchase enables us to optimize our balance sheet by raising a prudent amount of debt in order to return cash to stockholders," said Mr. Harrison. "We intend to utilize our solid financial position and projected strong cash flow to delever over the coming years while maintaining our current regular quarterly dividend and a solid investment grade rating profile."
哈里森說：“我們認爲，擬議的股票回購使我們能夠通過謹慎籌集債務來優化資產負債表，從而向股東返還現金。”“我們打算利用我們穩健的財務狀況和預計的強勁現金流在未來幾年進行去中心化，同時保持我們目前的定期季度股息和穩健的投資等級評級。”
J. Frank Harrison, III will not participate in the tender offer with respect to the Common Stock he beneficially owns.
J. Frank Harrison，III 將不參與其實益擁有的普通股的要約。
The Company intends to fund the repurchase with a combination of new funded debt and cash on hand.
該公司打算將新的融資債務和手頭現金相結合，爲回購提供資金。
| (a) | All comparisons are to the corresponding period in the prior year unless specified otherwise. |
| (b) | The discussion of the operating results for the first quarter ended March 29, 2024 includes selected non-GAAP financial information, such as "comparable" and "adjusted" results. The schedules in this news release reconcile such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
| (a) | 除非另有說明，否則所有比較均與上一年度的相應時段進行比較。 |
| (b) | 對截至2024年3月29日的第一季度經營業績的討論包括選定的非公認會計准則財務信息，例如 “可比” 和 “調整後” 業績。本新聞稿中的時間表將此類非公認會計准則財務指標與最直接可比的GAAP財務指標進行了對比。 |
譯文內容由第三人軟體翻譯。