Coca-Cola Company 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to Section 13 or 15(d) of
Date of Report (Date of earliest event reported): September 5, 2008 (August 31, 2008)
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (404) 676-2121
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On August 31, 2008, Atlantic Industries, a wholly-owned indirect subsidiary of The Coca-Cola Company, entered into certain agreements in connection with the making of voluntary conditional cash offers (the Share Offer): (a) to acquire all of the issued shares (the Huiyuan Shares) in the share capital of China Huiyuan Juice Group Limited (Huiyuan); (b) to acquire all of the outstanding convertible bonds of Huiyuan (the Convertible Bonds); and (c) for the cancellation of all of the outstanding options of Huiyuan (the Huiyuan Options). The making of the Share Offer is subject to the receipt of any necessary governmental or regulatory consent or approval (including any antitrust approval) on terms reasonably satisfactory to Atlantic Industries, or the expiration or termination of any applicable regulatory or governmental waiting periods.
China Hui Yuan Juice Holdings Co., Ltd. (HY Holdings), Danone Asia Pte. Ltd (Danone) and Gourmet Grace International Limited (Gourmet Grace) have each given an irrevocable undertaking to Atlantic Industries. The performance by HY Holdings, Danone and Gourmet Grace of their obligations under their respective undertakings is guaranteed by their ultimate holding company/person, being Mr. Zhu Xinli, Group Danone S.A. and Warburg Pincus Private Equity IX, LP, respectively. Additionally, Mr. Zhu Xinli, the indirect controlling shareholder of HY Holdings and the Chairman of the board of directors of Huiyuan, has executed a non-competition deed in favor of Atlantic Industries and Huiyuan.
The foregoing description of the irrevocable undertakings and the non-competition deed are not complete and are qualified in their entirety by reference to the irrevocable undertakings and the non-competition deed, copies of which are filed herein as Exhibits 10.1 through 10.4.
The irrevocable undertakings contain various representations and warranties of HY Holdings, Danone and Gourmet Grace. The assertions embodied in those representations and warranties were made for purposes of the irrevocable undertakings and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of the irrevocable undertakings. Accordingly, investors should not view the representations and warranties contained in the irrevocable undertakings as disclosures with respect to the actual state of facts concerning the business, operations or condition of any of the parties to the irrevocable undertakings and should not rely on them as such.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.