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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Adolph Coors Company |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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MOLSON AND COORS ISSUE SUPPLEMENT TO JOINT
PROXY STATEMENT LEADING UP TO
SHAREHOLDER VOTE
Molson Shareholders vote on January 28, 2005
Coors Stockholders vote on February 1, 2005
MONTREAL, Canada and GOLDEN, Colo., January 21, 2005—Molson Inc. (TSX: MOL.A, MOL.B) and Adolph Coors Company (NYSE: RKY) today confirmed that a supplement to the joint proxy statement and management information circular in connection with the proposed merger was filed with the U.S. Securities and Exchange Commission (SEC). The supplement includes updated information relating to the increase in special dividend, from Cdn$3.26 to Cdn$5.44, to be paid to Molson shareholders as part of the merger. The supplement is being mailed to both companies' shareholders on January 21, 2005 and is available on the SEC's internet site http://www.sec.gov, on http://www.sedar.com and on http://molsoncoors.com
The special meeting of Molson shareholders will be reconvened on January 28, 2005 in the Joliet and Marquette Rooms at the Fairmont The Queen Elizabeth Hotel, 900 René-Lévesque Boulevard West, Montréal, Québec, at 9:00 a.m., Eastern Time. Shareholders of record on November 22, 2004 are entitled to vote at the special meeting. Molson shareholders should be reminded that they do not need to vote again if they have already voted, unless they wish to change their vote. All shareholders have until close of business on January 26th 2005 to cast their vote by proxy or register their vote by phone or Internet. The special Molson optionholders meeting has also been reconvened for January 27, 2005 in Molson's Montreal offices. Optionholders have until close of business on January 25, 2005 to cast their vote with respect to option conversion.
The Coors' special meeting of stockholders will be reconvened on February 1, 2005 at Coors Brewing Company in the Sixth Floor Auditorium in the Brewery Complex, 12th and Ford Streets, Golden, Colorado, at 9:00 a.m., Mountain Time. Stockholders of record on November 22, 2004 are entitled to vote at the special meeting. Assuming Molson and Coors shareholders approve the merger, final approval from the Québec Superior Court will be sought on February 2, 2005. The closing of the merger is expected to occur on February 9, 2005 prior to the opening of the stock markets in Canada and the U.S. Accordingly, the record date for Molson shareholders to receive the special dividend will be close of business on February 8, 2005.
About Molson Inc.
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 Cdn$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. For more information on Molson Inc., please visit the company's website at http://www.molson.com.
About Adolph Coors Company
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. For more information on Adolph Coors Company, please visit the company's website at http://www.coors.com/.
Contacts
| For Molson Inc.: Investors Danielle Dagenais 514-599-5392 |
For Coors: Investors Dave Dunnewald 303-279-6565 |
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Kevin Caulfield 303-277-6894 |
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Media Sylvia Morin 514-590-6345 |
Media Laura Sankey 303-277-5035 |
This press release includes "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are commonly identified by such terms and phrases as "would", "may", "will", "expects" or "expected to" and other terms with similar meaning indicating possible future events or actions or potential impact on the businesses or shareholders of Adolph Coors Company and Molson Inc. (together the "Companies"). There is no assurance the transaction contemplated in this release will be completed at all, or completed upon the same terms and conditions described. All forward-looking statements in this press release are expressly qualified by information contained in each company's filings with regulatory authorities. The Companies do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.
Certain factors that could cause Coors' and Molson's results to differ materially from those described in the forward-looking statements can be found in the definitive proxy statement and the periodic reports filed by Coors with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov). Neither Coors nor Molson undertakes and each specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.
Coors has filed definitive joint proxy statement/management information circular and a supplement thereto regarding the proposed transaction with the Securities and Exchange Commission. Stockholders are urged to read the definitive joint proxy statement/management information circular and its supplement, because they contain important information. Stockholders will be able to obtain a free copy of the definitive joint proxy statement/management information circular and its supplement, as well as other filings containing information about Coors, without charge, at the Securities and Exchange Commission's internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/management information circular, the supplement and the filings with the Securities and Exchange Commission that are incorporated by reference in the definitive joint proxy statement/management information circular can also be obtained, without charge, by directing a request to Adolph Coors Company, 311 10th Street, Golden, Colorado 80401, Attention: Investor Relations, (303) 279-6565. The respective directors and executive officers of Coors and Molson and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Coors's and Molson's directors and executive officers, and a description of their direct and indirect interests, by security holdings or otherwise, is available in the definitive joint proxy statement/management information circular filed with the Securities and Exchange Commission.
MOLSON AND COORS ISSUE SUPPLEMENT TO JOINT PROXY STATEMENT LEADING UP TO SHAREHOLDER VOTE Molson Shareholders vote on January 28, 2005 Coors Stockholders vote on February 1, 2005