Canada: Molson Inc. and Adolph Coors Co. plan to hold votes on their $3.4 billion merger to create the world's fifth-biggest brewer on January 19, 2005 and hired Bank of Montreal's securities arm to persuade shareholders to back the deal. Molson Inc. and Adolph Coors Company announced on December 10, 2004 that the U.S. Securities and Exchange Commission has completed its review of the joint proxy statement and management information circular in connection with their proposed merger. The definitive joint proxy statement and management information circular will be mailed to both companies’ shareholders beginning early the week of December 13, 2004. In addition, Molson has confirmed that the Québec Superior Court has granted an interim order approving the holding of special meetings for Molson shareholders and Molson optionholders.

Each company will hold a special meeting of its shareholders on January 19, 2005 to vote on the companies’ proposed merger. Molson and Coors shareholders of record at the close of business on November 22, 2004 will be entitled to vote on the proposal. The special meeting of Molson shareholders will be held at the Fairmont Queen Elizabeth Hotel, 900 René -Lé vesque Boulevard West, Montré al, Qué bec, at 9:00 a.m., Eastern Time. The special meeting of Coors shareholders will be held at Coors Brewing Company in the Sixth Floor Auditorium in the Brewery Complex, 12 th and Ford Streets, Golden, Colorado, at 9:00 a.m., Mountain Time.

Molson optionholders will vote exclusively on the conversion of their options to Molson Coors options. This meeting will be held in Molson offices in Montreal on January 18, 2005. Assuming Molson and Coors shareholders approve the merger transaction, final court approval will be required and sought from the Québec Superior Court on January 21, 2005. The closing date is expected to be on January 28, 2005.

Argus Research Coors analyst Erin Ashley Smith raised her rating on Coors to “buy'' from “hold'' Dec. 3, saying the likelihood the merger would get shareholder approval had risen. She doesn't own any Coors shares.

Montreal-based Molson, Canada's biggest brewer, and Golden, Colorado-based Coors announced plans to merge in July. Ian Molson, a cousin of Molson Chairman Eric Molson, considered making a rival bid. Smith said Molson and Coors made a competing offer less likely by setting a date for the shareholder vote about five weeks from now. Today, the companies said they expect to complete the transaction by Jan. 28. That's about a month after the date they initially targeted in September. Approval for the merger isn't assured. Molson needs two- thirds of its widely held Class A shares voted in favor for the deal to proceed, Bloomberg commented.

Molson said in the filing that it hired BMO Nesbitt Burns to organize a group of securities firms to solicit votes from Canadian shareholders. The firms will get 20 Canadian cents for each ballot cast in favor of the merger, with a minimum of C$85 ($69) and maximum of C$1,500 per shareholder, plus expenses.

“We want to make sure we get to all of the shareholder groups,'' said Molson spokeswoman Sylvia Morin. ``We're looking for as many votes as possible. We want to encourage people to take that right.''

Last month, Molson said it will pay minority investors a special dividend of C$3.26 per share to boost the merger's appeal. As recently as October, Molson faced opposition or criticism from holders of at least 10 percent of its Class A shares, including the Canada Pension Plan Investment Board and the Ontario Teachers' Pension Plan.

The two companies have said they need to combine to compete with bigger rivals. Anheuser-Busch Cos., the world's biggest brewer, and InBev, the maker of Rolling Rock, have stretched their lead over Coors and Molson through acquisitions. SABMiller Plc, the No. 2 U.S. brewer, makes Miller Lite.

A combined Molson Coors Brewing Co. would have sales of about $6 billion and brands that include Coors Original, Coors Light, Keystone, Molson Canadian and Carling. The two companies have agreed to pay a special dividend of $316 million to Molson's shareholders.

Molson is Canada's largest brewer and one of the world's leading brewers of quality beer with operations in Canada, Brazil and the United States. A global brewer with CAN$3.5 billion in gross annual sales, Molson traces its roots back to 1786, making it North America's oldest beer company. Committed to brewing excellence, Molson produces an award-winning portfolio of beers including Molson Canadian, Molson Export, Molson Dry, Rickard's, A Marca Bavaria, Kaiser and Bavaria.

Founded in 1873, Adolph Coors Company is the world's eighth-largest brewer, with US$5.4 billion in annual gross sales. Its principal subsidiary is Coors Brewing Company, the third-largest brewer in the U.S., with a beverage portfolio that includes Coors Light, Coors, Aspen Edge, Killian's, Zima XXX and the Keystone family of brands. The company's operating unit in the United Kingdom, Coors Brewers Limited, is the U.K.'s second-largest brewer, with brands that include Carling -- the best-selling beer in the U.K. -- Grolsch, Worthington's, Reef and the recently launched Coors Fine Light Beer.

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