Central European Distribution
Corporation CEDC announced today that it has agreed to a revised
transaction with Russian Standard (through its affiliate, Roust Trading Ltd.
("RTL")). This agreement represents a renewed commitment by Russian Standard
to a strategic alliance with CEDC and is an important vote of confidence in
the future success of CEDC's business. The agreement also addresses the
ongoing management of CEDC, with directors nominated by Russian Standard
taking responsibility for CEDC's operations through a newly-formed committee
of the CEDC Board of Directors. A special committee led by CEDC directors
unaffiliated with Russian Standard will retain control of any restructuring of
CEDC's capital structure. This amended transaction is intended to stabilize
CEDC's business and to pave the way for CEDC to address its balance sheet
issues in an orderly fashion.
Under the revised terms, Russian Standard has:
o released restrictions on $50 million in cash previously invested in CEDC,
making such funds available for working capital and general corporate
purposes,
o agreed to provide a new $15 million revolving credit facility to CEDC, and
o agreed to provide up to $107 million in new capital to CEDC (reduced by
the commitment under the new revolving credit facility) subject to and
conditional upon an overall restructuring of CEDC's capital structure that
is acceptable to CEDC and Russian Standard.
In turn, CEDC has:
o created an Operational Management Committee of the CEDC Board of Directors
to be led by Mr. Tariko,
o created a Restructuring Committee of the CEDC Board of Directors to be led
by non-Russian Standard directors,
o appointed Grant Winterton as Chief Executive Officer of CEDC, effective
January 10, 2013. Mr. Winterton is the current General Manager of the
Russian Alcohol Group - a CEDC subsidiary. Mr. Winterton has over 20 years
of experience working in marketing, sales and general management positions
for Campbells Soup (Australia), The Coca-Cola Company (Australia, Russia,
Ukraine, China), Wimm Bill Dann (Russia) and Red Bull (Russia). Mr.
Winterton has lived in Russia for over 10 years, working in the consumer
goods industry, and has extensive working experience across the Russia,
Ukraine, Belarus and CIS markets. He joined CEDC as General Manager of
the Russian Alcohol Group in April 2012.
o agreed to call an annual shareholders' meeting as soon as practicable to
vote on a slate of directors agreed between CEDC and Russian Standard and
to decide if Russian Standard nominees will comprise a majority of the
CEDC Board of Directors.
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