UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
COCA-COLA HELLENIC BOTTLING COMPANY S.A.
(Name of Subject Company)
COCA-COLA HELLENIC BOTTLING COMPANY S.A.
(Name of Person Filing Statement)
Ordinary shares of nominal value €1.01 per ordinary share
American Depositary Shares (ADSs), each ADS representing one ordinary share
(Title of Classes of Securities)
GRS104003009 (Ordinary Shares)
(ISIN of Class of Securities)
1912EP104 (American depositary shares, each representing one ordinary share)
(CUSIP Number of Class of Securities)
Jan Gustavsson, Esq.
General Counsel, Director of Strategic Development and Company Secretary
Coca-Cola Hellenic Bottling Company S.A.
9 Fragoklissias Street
151 25 Maroussi, Athens, Greece
Tel. No.: 011-30-210-618-3137
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing person)
Copies to:
George H. White, Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Tel. No.: 011-44-20-7959-8900
Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. o
This Amendment No. 4 supplements Item 9 (but no other item) of the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the U.S. Securities and Exchange Commission on March 20, 2013, and amended on March 25, 2013, on March 27, 2013 and on April 16, 2013 (the “Statement”) by Coca-Cola Hellenic Bottling Company S.A. (“Coca-Cola Hellenic”). The Statement relates to the offer made by Coca-Cola HBC AG (“Coca-Cola HBC”) to acquire all of the ordinary shares (“Coca-Cola Hellenic Shares”) of Coca-Cola Hellenic, including Coca-Cola Hellenic Shares represented by Coca-Cola Hellenic American depositary shares, that Coca-Cola HBC does not hold directly or indirectly (the “Exchange Offer”). The Exchange Offer is comprised of the U.S. offer and the Greek offer. The U.S. offer comprises an offer made pursuant to the offer to exchange/prospectus, dated March 19, 2013 (the “Offer to Exchange/Prospectus”) to (i) all holders of Coca-Cola Hellenic Shares located in the United States and (ii) all holders of Coca-Cola Hellenic ADSs, wherever located.
The Offer to Exchange/Prospectus forms part of Coca-Cola HBC’s Registration Statement on Form F-4 (Reg. No. 333-184685) filed with the Securities and Exchange Commission on November 1, 2012, as amended on December 4, 2012, December 17, 2012, December 19, 2012, February 26, 2013, March 6, 2013 and April 22, 2013 (the “Registration Statement”). The Registration Statement became effective on March 11, 2013.
Item 9. Exhibits
Item 9 of the Statement is hereby supplemented as follows:
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Exhibit No. |
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Description |
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(a)(1)(xxxix) |
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Results announcement in connection with the Coca-Cola HBC exchange offer (incorporated by reference to the filing made by Coca-Cola Hellenic on April 22, 2013, pursuant to Rule 425 under the Securities Act of 1933, as amended). |
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(a)(1)(xl) |
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Form of supplemental letter of transmittal (incorporated by reference to Exhibit 99.6 of the Registration Statement as amended by post-effective amendment filed on April 22, 2013). |
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(a)(1)(xli) |
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Statutory sell-out election form (incorporated by reference to Exhibit 99.7 of the Registration Statement as amended by post-effective amendment filed on April 22, 2013). |
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(a)(1)(xlii) |
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Letter to holders of Coca-Cola Hellenic Shares regarding statutory right under Greek law to exchange or sell Coca-Cola Hellenic Shares (incorporated by reference to the filing made by Coca-Cola HBC on April 22, 2013, pursuant to Rule 425 under the Securities Act of 1933, as amended). |
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(a)(1)(xliii) |
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Letter to holders of Coca-Cola Hellenic ADSs regarding statutory right under Greek law to exchange or sell Coca-Cola Hellenic ADSs (incorporated by reference to the filing made by Coca-Cola HBC on April 22, 2013, pursuant to Rule 425 under the Securities Act of 1933, as amended). |
SIGNATURES
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Coca-Cola Hellenic Bottling Company S.A. | ||
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By: | ||
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/s/ JAN GUSTAVSSON | |
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Name: |
JAN GUSTAVSSON |
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Title: |
GENERAL COUNSEL, DIRECTOR OF STRATEGIC |
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DEVELOPMENT AND COMPANY SECRETARY | |
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Date: |
APRIL 22, 2013 |