Filing
pursuant to Rule 425 under the
Securities
Act of 1933, as amended and
deemed
filed under Rule 14a-12 under the
Securities
Exchange Act of 1934, as amended
Filer:
The Coca-Cola Company
Subject
Company: Coca-Cola Enterprises, Inc.
Commission File Number: 001-34874
The Coca-Cola Company posted the following on its internal
website with respect to clearance from the European Commission:
Coca-Cola European Partners Transaction Clears European
Regulatory Review
The European Commission has announced
that it has approved the proposed three-way merger of Coca-Cola Enterprises (CCE), Coca-Cola Iberian Partners (CCIP) and Coca-Cola
Erfrischungsgetränke AG (CCEAG) to create a new Western European bottler called Coca-Cola European Partners (CCEP). This regulatory
clearance marks an important milestone in the proposed transaction and, pending all further regulatory and shareowners approvals,
keeps the transaction on track to close in the second quarter of 2016.
The three companies said they were pleased
with the European Commission’s assessment of the pending merger calling it “another important milestone in the proposed
transaction.”
As announced in August, the merger of
CCE, CCIP and CCEAG will create the world’s largest independent Coca-Cola bottler based on net revenues. The increased scale
and flexibility of CCEP’s broader European geographic footprint will allow it to compete more effectively across nonalcoholic
beverage categories.
An integration steering committee has
been formed among the bottling partners to ensure a successful launch for the new bottler next year.
Forward-Looking Statements
This communication may contain statements,
estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws.
Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“project,” “plan,” “seek,” “may,” “could,” “would,” “should,”
“might,” “will,” “forecast,” “outlook,” “guidance,” “possible,”
“potential,” “predict” and similar expressions identify forward-looking statements, which generally are
not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results
to differ materially from The Coca-Cola Company’s (“KO”), Coca-Cola Enterprises, Inc.’s (“CCE”)
or Spark Orange Limited’s (“CCEP”) historical experience and their respective present expectations or
projections, including expectations or projections with respect to the transaction. These risks include, but are not limited to,
obesity concerns; water scarcity and poor quality; evolving consumer preferences; increased competition and capabilities in the
marketplace; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive
sweeteners and biotechnology-derived substances, and of other substances present in their beverage products or packaging materials;
increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key
retail or foodservice customers; an inability to expand operations in emerging or developing markets; fluctuations in foreign currency
exchange rates; interest rate increases; an inability to maintain good relationships with their partners; a deterioration in their
partners’ financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax
matters; increased or new indirect taxes in the United States or in other tax jurisdictions; increased cost, disruption of supply
or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging
materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labeling or warning
requirements or limitations on the availability of their respective products; an inability to protect their respective information
systems against service interruption, misappropriation of data or breaches of security; unfavorable general economic or political
conditions in the United States, Europe or elsewhere; litigation or legal proceedings; adverse weather conditions; climate change;
damage to their respective brand images and corporate reputation from negative publicity, even if unwarranted, related to product
safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations
applicable to their respective products or business operations; changes in accounting standards; an inability to achieve their
respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one
or more of their respective counterparty financial institutions; an inability to timely implement their previously announced actions
to reinvigorate growth, or to realize the economic benefits they anticipate from these actions; failure to realize a significant
portion of the anticipated benefits of their respective strategic relationships, including (without limitation) KO’s relationship
with Keurig Green Mountain, Inc. and Monster Beverage Corporation; an inability to renew collective bargaining agreements on satisfactory
terms, or they or their respective partners experience strikes, work stoppages or labor unrest; future impairment charges; multi-employer
plan withdrawal liabilities in the future; an inability to successfully manage the possible negative consequences of their respective
productivity initiatives; global or regional catastrophic events; risks and uncertainties relating to the transaction, including
the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly
than expected, which could result in additional demands on KO’s or CCEP’s resources, systems, procedures and controls,
disruption of its ongoing business and diversion of management’s attention from other business concerns, the possibility
that certain assumptions with respect to CCEP or the transaction could prove to be inaccurate, the failure to receive, delays in
the receipt of, or unacceptable or burdensome conditions imposed in connection with, all required regulatory approvals and the
satisfaction of the closing conditions to the transaction, the potential failure to retain key employees of CCE, Coca-Cola Iberian
Partners, S.A.’s (“CCIP”) as a result of the proposed transaction or during integration of the businesses
and disruptions resulting from the proposed transaction, making it more difficult to maintain business relationships; and other
risks discussed in KO’s and CCE’s filings with the Securities and Exchange Commission (the “SEC”),
including their respective Annual Reports on Form 10-K for the year ended December 31, 2014, subsequently filed Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, which filings are available from the SEC. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made. None of KO, CCE, CCIP or CCEP undertakes any obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
None of KO, CCE, CCIP or CCEP assumes responsibility for the accuracy and completeness of any forward-looking statements. Any or
all of the forward-looking statements contained in this filing and in any other of their respective public statements may prove
to be incorrect.
Important Additional Information and Where to Find It
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed transaction,
CCEP will file with the SEC a registration statement on Form F-4 that will include a preliminary proxy statement/prospectus regarding
the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus
will be mailed to CCE’s stockholders in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain a copy of the
proxy statement/prospectus (when available) and other related documents filed by KO, CCE or CCEP with the SEC regarding the proposed
transaction as well as other filings containing information, free of charge, through the website maintained by the SEC at www.sec.gov,
by directing a request to KO’s Investor Relations department at (404) 676-2121, or to CCE’s Investor Relations department
at (678) 260-3110, Attn: Thor Erickson – Investor Relations. Copies of the proxy statement/prospectus and the filings with
the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without
charge, from KO’s website at www.coca-colacompany.com under the heading “Investors” and CCE’s website at
www.cokecce.com under the heading “Investors.”
Participants in Solicitation
KO, CCE and CCEP and their respective
directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation
of proxies in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies in favor of the proposed merger will be set forth in the proxy statement/prospectus
when it is filed with the SEC. You can find information about KO’s and CCE’s directors and executive officers in their
respective definitive proxy statements filed with the SEC on March 12, 2015, and March 11, 2015, respectively. You can obtain free
copies of these documents from KO and CCE, respectively, using the contact information above. Information regarding CCEP’s
directors and executive officers will be available in the proxy statement/prospectus when it is filed with the SEC.
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