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Neues von Castle Malting in Zusammenarbeit mit e-malt.com German
26 January, 2005



News from e-malt

Canada, USA: The multibillion-dollar merger between Montreal-based Molson Inc. and Golden-based Adolph Coors Co. is expected to close February 9, the breweries announced. After that, the historic Adolph Coors Co. name disappears in favor of Molson Coors Brewing Co. The U.S. operating unit will continue to be called Coors Brewing Co.

Molson's shareholders, who are to vote in Montreal on Friday, now appear likely to approve the merger. That's following the decision by the two family-controlled companies to increase the special dividend offered to Molson shareholders by two-thirds, from $316 million to $532 million. "Coors feels confident that the merger with Molson will proceed as currently planned, and we're excited about the merged company moving forward," Coors spokeswoman Laura Sankey said.

Coors shareholders are to vote at the Golden brewery at 9 a.m. Feb. 1. Final approval of the deal from the Quebec Superior Court will be sought Feb. 2. If approved, Molson shareholders will receive the special dividend Feb. 8.

Molson chairman Eric Molson, who controls a majority of the company's voting shares, has agreed to forgo his share of the dividend. The deal requires approval from two-thirds of both classes of Molson shareholders and a simple majority of both classes of Coors shareholders.

If ratified, the combined company will be the fifth largest brewer in the world.

The $316 million special dividend was first announced in November in a move by the breweries to sway skeptical Molson shareholders. The recent increase came after several Molson institutional shareholders put the heat on Coors chief financial officer Timothy Wolf earlier this month, according to a proxy document filed last week with the U.S. Securities and Exchange Commission.

The proxy document details how numerous Molson institutional shareholders called Wolf to discuss their reactions to the terms of the transaction and to suggest approval of the merger might require an increase in the amount of the special dividend.

After discussions between Coors chief executive Leo Kiely and Molson chief executive Dan O'Neill, the Coors and Molson boards of directors convened telephonically Jan. 13 and both agreed to approve an increase in the special dividend by 67 percent. That decision persuaded several major Molson institutional shareholders to vote in favor of the deal.

The proxy document also includes an updated fairness opinion from Deutsche Bank, Coors' financial adviser. The opinion states that in spite of the increased special dividend, the exchange ratio is still fair for both classes of Coors shareholders.





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