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SABMiller PLC - MillerCoors Closing Press Release

RNS Number : 8294X
  SABMiller PLC
  30 June 2008


SABMILLER PLC AND MOLSON COORS ANNOUNCE LAUNCH OF MILLERCOORS

DYNAMIC, BRAND-LED BREWER HAS INCREASED SCALE, STRONG RESOURCES
AND ENHANCED DISTRIBUTION PLATFORM

MillerCoors Board of Directors Named

Pro Forma Figures Updated
______________________________________________

June 30, 2008 (London and Denver) -- SABMiller plc (SAB.L) and Molson Coors
Brewing Company (NYSE: TAP; TSX: TPX) today announced the closing of the
transaction to combine their U.S. and Puerto Rico operations to create
MillerCoors.

MillerCoors, which will begin operating as a combined entity on July 1, 2008,
will be a dynamic, brand-led U.S. brewer with the scale, resources and
distribution platform to succeed in the highly competitive marketplace.

'As a unified company with a world-class board and leadership team in place,
MillerCoors will be able to create tremendous opportunities for innovations in
products and services that will allow us to drive profitable growth,' said Pete
Coors, Chairman
of MillerCoors. 'Personally, I am thrilled to be part of such an exciting and
innovative organization and look forward to serving as the Chairman of this new
business.'

Graham Mackay, Chief Executive of SABMiller, said, 'Today is an historic day in
the American beer business, not only for the shareholders of both SABMiller and
Molson Coors, but for MillerCoors consumers, employees, distributors and
business partners.
Now that the transaction has closed and MillerCoors is a reality, the strong
leadership team we have put in place is ready to execute and realize the
tremendous potential of this great organization.'

Leo Kiely, Chief Executive of MillerCoors, said, 'MillerCoors will be
entrepreneurial, with the ability to operate with speed and agility in the
marketplace, backed by the powerful combined resources of two exceptionally
successful companies.  We will
drive profitable growth and bring new energy to the U.S. beer industry. Our
focus now is to deliver on the $500 million in identified annualized cost
synergies by improving sourcing across our eight major breweries, building a
streamlined organization and
leveraging the scale of the new company. Our talented people are experienced and
passionate about this business and - importantly - are determined to win.'

SABMiller and Molson Coors have each named five representatives to the
MillerCoors Board of Directors, as follows:
*     Pete Coors, Vice-Chairman of Molson Coors Brewing Company and Chairman of
the MillerCoors Board
*     Graham Mackay, Chief Executive Officer of SABMiller plc and Vice-Chairman
of the MillerCoors Board
*     Peter Swinburn, President and Chief Executive Officer of Molson Coors
*     Sam Walker, Global Chief Legal Officer and Corporate Secretary of Molson
Coors
*     Stewart Glendinning, Global Chief Financial Officer of Molson Coors
*     Dave Perkins, President, Global Brand and Market Development of Molson
Coors
*     Malcolm Wyman, Chief Financial Officer of SABMiller plc
*     Nick Fell, Group Marketing Director of SABMiller plc
*     Johann Nel, Group Human Resources Director of SABMiller plc
*     Sue Clark, Corporate Affairs Director of SABMiller plc

Updated Pro Forma Figures
Based on results for Miller and Coors reported under International Financial
Reporting Standards (IFRS) for the year ended March 31, 2008, and U.S. GAAP for
the four fiscal quarters ended March 30, 2008, respectively, MillerCoors' annual
pro forma
combined beer sales were 70.1 million U.S. barrels (82.3 million hectoliters),
which is a 1.6 percent increase versus the comparable pro forma period a year
earlier. Pro forma net revenues were approximately $7.0 billion for the most
recent year, a 6
percent increase versus a year earlier. Pro forma combined EBITDA totaled
approximately $991 million, an 18 percent year-over-year increase. Pro forma
EBIT of $743 million increased 27 percent from a year earlier.

                                          MillerCoors Joint Venture Pro Forma
                                       Miller¹                Coors²          Pro Forma Combined    Pro Forma Combined
                                                                                   For the               For the
                                                                                 Year Ended            Year Ended
                                 For the Fiscal Year   For the Four Fiscal
                                        Ended             Quarters Ended
                                    March 31, 2008        March 30, 2008          March 2008            March 2007
 Net Revenue (US $billion)              $4.2                  $2.8                  $7.0                   $6.6
 EBITDA* (US $million)                  $580                  $411                  $991                   $842
 EBIT** (US $million)                   $431                  $312                  $743                   $583
 Sales to Wholesalers***                45.5                  24.6                  70.1                   69.0
 (millions of US barrels)

 ¹Miller results are composed of the US and Puerto Rico businesses and
exclude the International segment ('Miller').
 Net revenue, EBITDA, EBIT and sales to wholesalers (in millions of
hectoliters), as reported in SABMiller's Annual
 Financial Statements, under IFRS, before exceptional items.  EBITDA and EBIT
include a non-recurring gain of US $33
 million from the October 2007 settlement of a dispute with the Ball Metal
Beverage Container Corporation.
 ²Coors results are composed of the U.S. business unit of Molson Coors,
including Puerto Rico, as reported under US
 GAAP, excluding special items.
 *EBITDA - Earnings before interest, taxes, depreciation and amortization,
excluding exceptional and special items - a
 non GAAP measure.  See tables below for reconciliations to nearest U.S. GAAP
and IFRS measures.
 **EBIT - Earnings before interest and taxes, excluding exceptional and special
items - a non GAAP measure.  See tables
 below for reconciliations to nearest U.S. GAAP and IFRS measures.
 ***Sales to Wholesalers in millions of hectoliters - Miller: 53.4, Coors: 28.9,
Pro Forma Combined 2008: 82.3, Pro
 Forma Combined 2007: 80.9.

MillerCoors Financial Reporting Schedule
SABMiller and Molson Coors Brewing Company will release MillerCoors quarterly
financial results in U.S. GAAP on the same day as Molson Coors' scheduled
earnings announcements and prior to the opening of the London Stock Exchange.
These results will
also contain a reconciliation from U.S. GAAP results to IFRS results.

The current anticipated 2008-2009 financial reporting calendar for MillerCoors
is set out below. (These dates are subject to change without notice.)

 Quarter End     MillerCoors Release
 September 2008  November 5, 2008
 December 2008   February 10, 2009
 March 2009      May 5, 2009
 June 2009       August 3, 2009
 September 2009  November 4, 2009
 December 2009   February 9, 2010


Overview of SABMiller

SABMiller plc is one of the world's largest brewers with brewing interests or
distribution agreements in over 60 countries across six continents. The group's
brands include premium international beers such as Miller Genuine Draft, Peroni
Nastro
Azzurro, Grolsch and Pilsner Urquell, as well as an exceptional range of market
leading local brands.  Outside the USA, SABMiller plc is also one of the largest
bottlers of Coca-Cola products in the world. In the year ended March 31, 2008,
the group
reported $3,560 million operating profit before exceptional items and revenue of
$21,410 million.  SABMiller plc is listed on the London and Johannesburg stock
exchanges. For more information on SABMiller plc, visit the company's website:
www.sabmiller.com.

Overview of Molson Coors

Molson Coors Brewing Company is one of the world's largest brewers. It brews,
markets and sells a portfolio of leading premium quality brands such as Coors
Light, Molson Canadian, Molson Dry, Carling, Coors, and Keystone Light in North
America, Europe
and Asia. For more information on Molson Coors Brewing Company, visit the
company's Web site, http://www.molsoncoors.com.

Overview of Miller and Coors and Related Reconciliations

The tables below reconcile EBIT and EBITDA, each a non-U.S. GAAP measure, to the
nearest U.S. GAAP and IFRS measures. Management of both companies believes that
EBIT and EBITDA provide shareholders with a useful basis for assessing the
profit and cash
generation performance of MillerCoors. There are limitations to using non-GAAP
financial measures, including the difficulty associated with comparing companies
that use similarly named non-GAAP measures whose calculations may differ from
the company's
calculations.

Miller

Miller produces, markets and sells the Miller portfolio of brands in the U.S.
and Puerto Rico. The Miller business to be contributed to the joint venture
('Miller') does not include the sales of Miller brands outside the U.S. and
Puerto Rico, but does
include the sale of other SABMiller brands in the U.S and Puerto Rico.

 Miller EBIT and EBITDA - Fiscal Year ended March 31, 2008
                                                                                                                                   
Miller
 (In millions of $US)                                                                                                         
Fiscal Year Ended
                                                                                                                               
March 31, 2008
 IFRS: North America segmental operating profit before exceptional items - reported                                                 
462
 Less: International segment operating profit before exceptional items (EBIT¹)                                                 
     (31)
 IFRS: Miller operating profit before exceptional items (EBIT)                                                                      
431
 Percent change vs. prior year Miller operating profit before exceptional items (EBIT¹)                                        
      26%
 Add back: Miller depreciation & amortization                                                                                       
149
 Non-GAAP: Miller EBITDA²                                                                                                      
      580

 Percent change vs. prior year EBITDA²                                                                                         
      20%
                                                                                                                              
Fiscal Year Ended
                                                                                                                               
March 31, 2007
 IFRS: North America segmental operating profit before exceptional items - reported                                                 
 366
 Less: International segment operating profit before exceptional items (EBIT)                                                       
(24)
 IFRS: Miller operating profit before exceptional items (EBIT¹)                                                                
     342
 Add back: Miller depreciation & amortization                                                                                       
142
 Non-GAAP: Miller EBITDA²                                                                                                      
      484
 ¹EBIT - Earnings Before Interest and Taxes, before exceptional items
 ²EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization,
before exceptional items


Coors

Coors produces, markets and sells the Coors portfolio of brands in the U.S. and
Puerto Rico, which is managed as an integral part of the U.S. business, and also
holds 50% interests in the Rocky Mountain Metal Corporation and Rocky Mountain
Bottle
Corporation joint ventures. The Coors business contributed to the joint venture
(the 'Coors Business') does not include the sales of Coors brands outside the
U.S. and Puerto Rico. The business contributed does include the sale of other
Molson Coors brands
in the U.S. and Puerto Rico.

 Coors U.S. Underlying Pretax Earnings - Four Fiscal Quarters ended March 30,
2008
 (Pretax Income, Excluding Special Items)
 (Note: Some numbers may not sum due to rounding.)


                                                                                                    Coors U.S.
 (In millions of $US)

                                                                                            Four Fiscal Quarters Ended


                                                                                                  March 30, 2008
 U.S. GAAP: Pretax income - reported

                                                                                                       311
 Add back: Pretax special items - net (described below)

                                                                                                        2
 Non-GAAP: Underlying pretax income (EBIT¹)

                                                                                                            312
 Percent change vs. prior year underlying pretax income (EBIT¹)

                                                                                                             29%
 Add back: Depreciation & amortization

                                                                                                            99
 Non-GAAP: Underlying EBITDA²

                                                                                                            411
 Percent change vs. prior year underlying EBITDA²

                                                                                                             15%


                                                                                             Four Fiscal Quarters Ended


                                                                                                   April 1, 2007
 U.S. GAAP: Pretax income

                                                                                                       189
 Add back: Pretax special items - net (described below)

                                                                                                        52
 Non-GAAP: Underlying pretax income (EBIT¹)

                                                                                                            241
 Add back: Depreciation & amortization³

                                                                                                                117
 Non-GAAP: Underlying EBITDA²

                                                                                                            358
 ¹EBIT - Earnings Before Interest and Taxes, excluding special items
 ²EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization,
excluding special items
 ³Depreciation and amortization, excluding $40 million of Memphis brewery
accelerated depreciation (special item)

 Special Items:
 Q2 '06 - U.S. results included a $26.4 million pretax special charge related
primarily to the scheduled closure of the Company's Memphis brewery in early
September. These charges include accelerated depreciation of Memphis assets and
limited
restructuring and project expenses.
 Q3 '06 - U.S. results included a $25.5 million pretax special charge related
primarily to the closure of the Company's Memphis brewery, which was completed
on September 6. These charges include accelerated depreciation of Memphis
assets, severance and
other plant closure costs.
 Q3 '07 - Pretax special charges of $2.8 million in the U.S. were due to supply
chain restructurings.
 Q4 '07 - U.S. results included a $6.7 million special charge for a retention
program for Coors Brewing Company employees during the joint-venture approval
waiting period.
 Q1 '08 - The $8.0 million net benefit in the U.S. resulted from the sale of a
company-owned distributorship, partially offset by MillerCoors joint venture
planning and employee retention costs.

This announcement is for information only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not
constitute an offer
to sell or issue or the solicitation of an offer to buy or acquire the
securities of SABMiller or Molson Coors (the 'Companies') in any jurisdiction.

The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by the Companies to inform
themselves about and to observe any such restrictions.

Forward-Looking Statements
This press release includes 'forward-looking statements' within the meaning of
the U.S. federal securities laws, and language indicating trends, such as
'anticipated' and 'expected'.  It also includes financial information, of which,
as of the date of
this press release, the Companies' independent auditors have not completed their
review.  Although the Companies believe that the assumptions upon which their
respective financial information and their respective forward-looking statements
are based are
reasonable, they can give no assurance that these assumptions will prove to be
correct. Important factors that could cause actual results to differ materially
from the Companies' projections and expectations are disclosed in Molson Coors'
filings with the
Securities and Exchange Commission and in SABMiller's annual report and accounts
for the year ended March 31, 2008, and in other documents which are available on
SABMiller's website at www.sabmiller.com. These factors include, among others,
changes in
consumer preferences and product trends; price discounting by major competitors;
failure to realize anticipated results from synergy initiatives; and increases
in costs generally.  All forward-looking statements in this press release are
expressly
qualified by such cautionary statements and by reference to the underlying
assumptions. Neither SABMiller nor Molson Coors undertakes to update
forward-looking statements relating to their respective businesses, whether as a
result of new information,
future events or otherwise.  Neither SABMiller nor Molson Coors accepts any
responsibility for any financial information contained in this press release
relating to the business or operations or results or financial condition of the
other or their
respective groups.

Contacts
For further information, please contact:

    SABMiller / Miller                                                      Tel: +44 20 7659 0100/ 414 931-6313
    Nigel Fairbrass    Media Relations, SABMiller                Mob: +44 7799 894265

Molson Coors / Coors
    Kabira Hatland    Media Relations, Molson Coors           Tel: (303) 277-2555


This information is provided by RNS
The company news service from the London Stock Exchange

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