Cott Corporation Consummates Lee Deal.

TORONTO--(BUSINESS WIRE)--July 8, 1998--Cott Corporation (NASDAQ:COTTF) (TSE:BCB.) (ME:BCB.) ("Cott") and Thomas H. Lee Company, a leading private equity firm, today announced the completion of the previously announced transaction involving the issuance of preferred shares to a group of companies connected to Thomas H. Lee Company.

Cott is the world's leading supplier of premium retailer branded beverages, with operations primarily in North America and the United Kingdom.

The securities will be issued to Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., THL CoInvestor III-A, LLC, THL CoInvestor III-B, LLC, Thomas H. Lee Charitable Investment Limited Partnership, Paine Webber Capital and PW Partners, 1997 L.P. (collectively, the "Purchasers").

Under the terms of the transaction, the Purchasers acquired 4,000,000 Convertible Participating Voting Second Preferred Shares, Series I of Cott by way of private placement for an aggregate purchase price of US$40 million. Initially, these shares will be convertible into Cott common shares at US$7.75 per share and carry a dividend equal to one-half of the common share dividend, if any (on an as converted basis). The initial conversion price will be reduced by approximately 5 percent per year during the first four years. The preferred shares are entitled to voting rights together with the common shares on an as converted basis.

For an investment of US$70 million, the Purchasers also completed the previously announced acquisition of an additional 10,000,000 common shares and options to purchase 5,000,000 common shares, exercisable for four years at an exercise price of US$9.00 per share, from members of the family of the late Gerald N. Pencer, Cott's former Chairman, President and CEO, and entities controlled by such Pencer family members (collectively, the "Pencer family"). As part of the transaction, the Pencer family entered into a voting agreement with the Purchasers with respect to the remaining common shares of Cott owned by the Pencer family.

In connection with the completion of the transaction, David V. Harkins, Senior Managing Director, and C. Hunter Boll and Thomas M. Hagerty, Managing Directors, of Thomas H. Lee Company, have been appointed to Cott's board of directors.

Following the completion of these transactions, and assuming conversion of the preferred shares and exercise of the option, the Purchasers will own approximately 30 percent and will (pursuant to the voting agreement referred to above) exercise control or direction over approximately an additional 4 percent of the common shares of Cott.

Cott intends to use the net proceeds received from the issue of the preferred shares to repurchase its common shares in normal course purchases.

The Purchasers entered into these transactions for the purpose of making a substantial investment in Cott and, after giving effect to these transactions, have no intention of increasing their beneficial ownership or control of, or direction over, shares of Cott. In connection with the transaction, Cott and the Purchasers have entered into a five-year standstill agreement which provides that, subject to the satisfaction of certain conditions, the Purchasers will not purchase additional shares of Cott, seek additional board representation or solicit proxies without approval of Cott's Board of Directors.

Thomas H. Lee Company is a Boston-based private equity firm focused on identifying and acquiring substantial stakes in growth companies. Founded in 1974, the firm currently manages approximately $8 billion of committed capital. Notable recent transactions include Fisher Scientific, Rayovac, HomeSide Lending, The Learning Company, Safelite Glass and PriCellular.

    CONTACT: Cott Corporation
              Fraser D. Latta, 416/203-3898