RE: Letter Agreement with regard to Share Exchange Offer for the Shares of
Exhibit 10.6
CONFIDENTIAL
February 21, 2013
Xxxxxxxxxxxxx 00,
CH-6300 Zug,
Switzerland.
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RE: |
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Letter Agreement with regard to Share Exchange Offer for the Shares of |
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Coca-Cola Hellenic Bottling Company S.A |
Dear Sirs:
Reference is made to the proposed share exchange offer (excluding for these purposes any Greek statutory sell-out or Greek statutory buy-out procedure, the “Share Exchange Offer”) announced by Coca-Cola HBC A.G., a Swiss corporation (“CCHBC”), for all of the ordinary shares of Coca-Cola Hellenic Bottling Company S.A, a Greek corporation (“CCH”).
In connection with the Share Exchange Offer, (a) CCH, (b) Kar-Tess Holding (“Kar-Tess”) and (c) Atlantic Industries, Refreshment Products Services Incorporated, Barlan, Incorporated, The Coca-Cola Export Corporation and Coca-Cola Overseas Parent Limited (collectively, the “TCCC Entities”) each hereby agree that, effective upon the receipt by each of Kar-Tess and the TCCC Entities, or their assigns, of shares of CCHBC in settlement of the Share Exchange Offer, that certain Relationship Agreement, dated August 29, 2000 (the “Relationship Agreement”), among the TCCC Entities, Kar-Tess and CCH shall terminate without further action on their part.
Kar-Tess, the TCCC Entities and CCHBC Grouping, Inc. each further agree that, effective upon receipt by each of Kar-Tess and the TCCC Entities, or their assigns, of shares of CCHBC in settlement of the Share Exchange Offer, that certain Amended and Restated Shareholders’ Agreement, dated December 19, 2008 (the “Shareholders’ Agreement”), among Kar-Tess, the TCCC Entities and CCHBC Grouping, Inc. shall terminate without further action on their part.
Each party confirms that, as of the date hereof, it is not aware of any breach of the Relationship Agreement or Shareholders’ Agreement by any other party.
The Coca-Cola Company, the TCCC Entities, CCHBC Grouping, Inc. and Kar-Tess each hereby confirm to CCHBC that they do not consider that they are acting in concert in relation to CCHBC and that no agreement or understanding (formal or informal) exists between The Coca-Cola Company, any of the TCCC Entities or CCHBC Grouping, Inc., on the one hand, and Kar-Tess, on the other hand, in relation to the future governance or control of CCHBC.
Signature Pages Follow
Each party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above.
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By: |
/s/ XXXXXX XXXX XXXXXXX | |
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Name: |
Xxxxxx Xxxx Xxxxxxx |
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Title: |
Director |
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By: |
/s/ XXXXXXX XXXXXX | |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Director |
Signature Page to Letter Agreement
Each party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above.
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COCA-COLA HELLENIC BOTTLING COMPANY S.A. | ||
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By: |
/s/ XXX XXXXXXXXXX | |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
General Counsel |
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By: |
/s/ XXXXXXXX XXXXXXX | |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Chief Financial Officer |
Signature Page to Letter Agreement
Each party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above.
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KAR-TESS HOLDING | ||
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By: |
/s/ XXXXXXXX XXXXXXXXX | |
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Name: |
Xxxxxxxx Xxxxxxxxx |
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Title: |
Manager |
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By: |
/s/ XXXXXX XXXX XXXXXXX | |
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Name: |
Xxxxxx Xxxx Xxxxxxx |
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Title: |
Manager |
Signature Page to Letter Agreement
Each party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above.
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THE COCA-COLA COMPANY | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
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THE COCA-COLA EXPORT CORPORATION | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
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BARLAN INC. | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
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ATLANTIC INDUSTRIES | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
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COCA-COLA OVERSEAS PARENT LTD | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
Signature Page to Letter Agreement
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REFRESHMENT PRODUCT SERVICES INC. | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
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CCHBC GROUPING, INC. | ||
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By: |
/s/ XXXXXXXXXXX X. XXXXX | |
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Name: |
Xxxxxxxxxxx X. Xxxxx |
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Title: |
Vice President |
Signature Page to Letter Agreement
