Central European Distribution (CEDC) Enters Amended Agreements for Investment by Russian Standard; Chairman Carey Resigns

July 9, 2012 9:48 AM EDT
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Central European Distribution Corporation (Nasdaq: CEDC) announced today that it has signed amended definitive agreements on its previously announced strategic alliance with Russian Standard Corporation (through Roust Trading Ltd., its "Roust Trading" unit).

The alliance is expected to significantly strengthen CEDC's balance sheet and create a powerful portfolio of brands with enhanced production, distribution and sales channels throughout Central and Eastern Europe.

The agreements also provide for:
  • A reaffirmation by Roust Trading to purchase up to $210 million principal amount of newly issued unsecured CEDC senior notes, due July 31, 2016, at a blended interest rate of 6.0%. This investment is expected to provide CEDC with the financial resources to repay or repurchase all of its outstanding 3.0% Senior Convertible Notes due 2013;

  • An agreement by Roust Trading to, subject to fulfillment of certain conditions, waive any potential contractual rights under the existing agreements between CEDC and Roust Trading arising from CEDC's announcement on June 4, 2012 of a restatement of its financial statements and the issuance in exchange for that waiver of up to an additional 10 million shares of CEDC's common stock in three tranches issuable at Roust Trading's request; and

  • The authorization for Roust Trading by CEDC to purchase additional CEDC common stock on the open market that, when added to the shares currently owned by Roust Trading and issuable to it pursuant to the transaction, would not exceed 33% of the outstanding share capital of CEDC. CEDC's Board of Directors has agreed that upon receipt of certain Polish regulatory waivers, if and to the extent received, the threshold will be raised to 42.9%.
CEDC also announced that:
  • William V. Carey has resigned as CEDC's Chairman, President, Chief Executive Officer and member of CEDC's Board of Directors; Mr. Carey has agreed to serve as a consultant to the Company during a transition period;

  • David Bailey, the current Lead Director of CEDC's Board of Directors, has been appointed Interim Chief Executive Officer. Mr. Bailey, 68, has been a director of CEDC since December 2003. He joined International Paper in 1968 and has held various levels of responsibility within that company including President IP Poland, and Managing Director Eastern Europe, including Russia. He retired from International Paper in 2008 and has opened a private consulting business for Poland and Russia. He also was Chairman of OAO Svetogorsk (Russia) and IP Kwidzyn (Poland). He also was responsible for the creation and development of the most popular tissue brand in Poland, Velvet.

  • Roustam Tariko, Founder and Chairman of Russian Standard Corporation, has been appointed by the CEDC Board of Directors as a member of the Board and as non-Executive Chairman of the Board; and

  • N. Scott Fine, a current member of CEDC's Board of Directors, has been appointed as Lead Director of the Board.

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