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Central European Distribution Corporation Announces Public Offering of Common Stock
BALA CYNWYD, Pa., Nov. 12 -- Central European Distribution Corporation (NASDAQ:CEDC) ("CEDC" or the "Company") today announced that it has commenced a public offering (the "Offering") of 9,500,000 shares of its common stock. The underwriters have been granted an option by the Company to purchase up to an additional 950,000 shares.
Concurrently with the Offering, CEDC is proposing to offer approximately $870.0 million aggregate principal amount of U.S. dollar and euro-denominated senior secured notes due 2016 (collectively, the "Senior Secured Notes") in an offering to institutional investors that will be exempt from registration under the U.S. Securities Act of 1933, as amended. The completion of the Offering is not conditioned upon the completion of the concurrent offering of Senior Secured Notes. However, the completion of the concurrent offering of Senior Secured Notes is conditioned upon the completion of the Offering.
The Company intends to use the net proceeds from the Offering and the concurrent offering of our Senior Secured Notes to purchase the remaining equity interests in Russian Alcohol Group ("Russian Alcohol") from funds managed by Lion Capital LLP, to repay all amounts outstanding under the Russian Alcohol credit facilities and to call for redemption all of the Company's outstanding senior secured notes due 2012 and to repay amounts outstanding under an existing credit facility at one of the Company's operating subsidiaries.
Jefferies & Company and UniCredit CAIB Securities UK Ltd. are acting as Joint Book-Running Managers and Joint Global Coordinators and Renaissance Securities (Cyprus) Limited is acting as Co-Lead Manager for the offering. The common stock offering is being made solely by means of a prospectus and a related prospectus supplement. When available, copies of the prospectus and related prospectus supplement may be obtained from: Jefferies & Company, , Inc., 520 Madison Avenue, New York, NY 10022, telephone 1-888-449-2342, or James Archbold, Director of Investor Relations, Central European Distribution Corporation, at 1-610-660-7817, Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004. Electronic copies of the prospectus and related prospectus supplement are available on the website of the Securities and Exchange Commission at http://www.sec.gov/.
There will be no public offering of shares in Poland within the meaning of the Polish Act on Public Offerings and Conditions Governing the Introduction of Financial Instruments to Organized Trading System and Public Companies of July 29, 2005.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale of the shares or notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About CEDC
CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world, including the United States, England, France and Japan. CEDC also produces and distributes Royal Vodka, the top selling vodka in Hungary, and produces Parliament Vodka, the leading sub-premium vodka in Russia. CEDC also has an equity stake in Russian Alcohol, which produces Green Mark, the number one selling vodka in Russia along with Zhuravli, another top-selling sub-premium vodka in Russia.
CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC imports many of the world's leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin Cognac, Guinness, Sutter Home wines, Grant's Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher's Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y Toro, among others.