N@N

Cott Corporation: Cott Corporation Prices Common Share Offering

^{Published on 2009-08-04 13:30:20, Last Modified on 2009-08-04 13:30:30 - Market Wire}
 

TORONTO, ONTARIO and TAMPA, FLORIDA--(Marketwire - Aug. 4, 2009) - Cott Corporation (NYSE:COT)(TSX:BCB) is pleased to announce that it has entered into an agreement pursuant to which a syndicate of underwriters led by TD Securities Inc. and including CIBC and BMO Capital Markets, has agreed to purchase, 9,435,000 common shares at a price of US$5.30 per share for gross proceeds of US$50,005,500. Cott intends to use the net proceeds from the offering, depending upon market conditions, either for the repayment of a portion of its 8.0% Senior Subordinated Notes due December 2011 or for the repayment of a portion of its outstanding indebtedness under the asset based lending facility ("ABL Facility"). Following the completion of the offering, the previously announced amendment to the ABL Facility will become fully effective, subject to the payment of certain fees set out in the amendment.

This offering is subject to customary closing conditions and is expected to close on or around August 11, 2009.

The common shares will be offered pursuant to an effective registration statement filed with the Securities and Exchange Commission (the "Registration Statement") and in Canada by way of a prospectus supplement under the short form base shelf prospectus dated June 17, 2009, filed with the securities regulatory authorities in each of the Provinces of Canada except Quebec, which incorporates the prospectus supplement that will be filed in the United States with the Securities and Exchange Commission as part of the Registration Statement. Offers and sales of the common shares will be made only by the related prospectus and prospectus supplement, which will describe the offering.

Copies of the short form base shelf prospectus and prospectus supplement relating to this offering may be obtained, when available, from TD Securities Inc. by email at [ sdcconfirms@td.com ], or by mail in Canada, Attention: TD Waterhouse Distribution Centre, 60 North Wind Place, Scarborough, Ontario M1S 5L4; or in the United States from TD Securities (USA) LLC, Attention: Jennifer Flynn, 31 West 52nd Street, New York, NY 10019.

About Cott Corporation

Cott Corporation is one of the world's largest non-alcoholic beverage companies and the world's largest retailer brand soft drink company. With over 2,800 employees, the Company operates bottling facilities in the United States, Canada, the United Kingdom and Mexico. Cott markets non-alcoholic beverage concentrates in over 60 countries around the world.

Safe Harbor Statements

This press release contains forward-looking statements that are based on management's assumptions and existing information and involve inherent risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by such forward looking statements Management believes its assumptions to be reasonable but there is no assurance that they will prove to be accurate.

Factors that could cause actual results to differ materially from those described in this press release include, among others: our ability to compete successfully, changes in consumer tastes and preferences for existing products and our ability to develop and timely launch new products that appeal to such changing consumer tastes and preferences; a loss of or reduction in business with key customers, particularly Wal-Mart, and the commitment of our customers to their own Cott-supplied beverage programs; our substantial debt levels and our ability to service and reduce our debt; our ability to maintain compliance with the covenants and conditions under our debt agreements; fluctuations in interest rates; further credit rating downgrades; further deterioration of the capital markets; currency fluctuations that adversely affect the exchange between the U.S. dollar and the pound sterling, the Euro, the Canadian dollar, the Mexican peso and other currencies; fluctuations in commodity prices and our ability to pass on increased costs to our customers, and the impact of those increased prices on our volumes; our ability to maintain favorable arrangements and relationships with our suppliers; our exposure to intangible asset risk; our ability to manage our operations successfully; our ability to fully realize the expected cost savings and/or operating efficiencies from our restructuring activities; any disruption to production at our beverage concentrates or other manufacturing facilities; our ability to protect our intellectual property; the impact of regulation and regulatory, investigative and legal actions; unseasonably cold or wet weather; the impact of national, regional and global events, including those of a political, economic, business and competitive nature; our ability to recruit, retain, and integrate new management and a new management structure; the volatility of our stock price; disruptions in our information systems; and interruption in transportation systems, labor strikes, work stoppages and other interruptions or difficulties in the employment of labor or transportation in our markets.

The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors, contained in the Company's Annual Report on Form 10-K for the year ended December 29, 2008 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. The Company does not undertake to publicly update or revise any of these statements in light of new information or future events.