Bala Cynwyd, Pa., May 26 - Central European Distribution Corporation today announced that it has closed its acquisition of a 49.9% voting interest and a 75% economic interest in the Whitehall Group.
The total consideration for the acquisition comprises $200 million to be paid in cash at closing, $55 million in CEDC shares to be issued to the seller and a deferred payment of euro 16 million to be paid on the first anniversary of the closing. The terms of the investment also include a call option for CEDC to acquire, subject to certain conditions, the remaining interests in the Whitehall Group on December 31, 2013, as well as a put option for the seller exercisable at the same price at the same time. The Whitehall Group will continue to be led by its founder and CEO, Mr. Mark Kaouffman, who will retain voting and management control over the entire Whitehall Group. The cash component of the purchase price was financed through a combination of proceeds from the Company's recent $310 million Convertible Notes offering and existing cash on hand.
The Whitehall Group is a leading importer of premium spirits and wines in Russia. Its 50/50 joint venture with Moet Hennessy International imports and distributes in Russia the Hennessy, Dom Perignon, Moet & Chandon and Veuve Clicquot brands, as well as other brands from the Moet Hennessy portfolio. These Moet Hennessy brands are very well-positioned with leading market positions in the cognac and champagne segments in Russia.
The Whitehall Group is also the exclusive importer for many leading wine companies including, among others, Concha y Toro and Constellation Brands, as well as certain Gruppo Campari brands.
Based on information provided by the management of the Whitehall Group, we expect the Whitehall Group to generate sales of approximately $200 million for the full year 2008, representing an increase of approximately 15%-20% over its 2007 annual net sales.
William Carey, President and CEO commented, "The Whitehall Group is one of the premier spirit companies in Russia with its leading spirit and wine import portfolio and solid management team. We are investing in a great company that is only at the beginning of its growth curve. The Company's portfolio is well-positioned to take advantage of the strong economic trends in Russia, which are driving higher consumer spending and demand for premium products. We look forward to working together with Mark Kaouffman and his management team to continue to grow this business."
Mark Kaouffman, CEO of Whitehall commented, "William Carey and his team have built an unparalleled platform in Central Europe. The alignment of interests between CEDC and all partners and stakeholders in the Whitehall Group underpins this deal as a great opportunity to develop our business in the increasingly attractive Russian market. We are very excited about this new challenge and I am personally totally committed to it."
As a result of this acquisition, the Company is raising its full year 2008 net sales guidance from $1.47 - $1.57 billion to $1.57 - $1.70 billion and its full year comparable fully diluted earnings per share guidance from $2.30 - $2.45 to $2.50 - $2.65. The Company is also increasing its 2009 net sales guidance from $1.70 - $1.80 billion to $1.93 - $2.03 billion and comparable fully diluted earnings per share guidance from $3.00 - $3.20 to $3.50 - $3.70.
BNP Paribas is acting as financial advisor and Dewey & LeBoeuf LLP is acting as legal advisor to CEDC. Rothschild is acting as financial advisor and Darrois Villey Maillot Brochier is acting as legal advisor to Whitehall Group.