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Molson and Coors file merger agreements.


Adolph Coors Co. and Molson Inc. filed their merger agreements last week with the U.S. Securities and Exchange Commission.

The companies also filed copies of a trust agreement between Molson Chairman Eric Molson and the Coors family. The trust will continue as long as the Coors family owns at least 3 percent of Molson Coors and the Molson family owns at least 2 percent of the merged company.

The details of the Molson/Coors deal have been eagerly awaited by analysts evaluating whether the deal will go through as planned. Eric's cousin Ian has been trying to derail the deal, and he has been supported by some critics who've pointed out that Molson shareholders will get no premium from the merger.

However, Eric Molson and Pete Coors have stated publicly that the Molson/Coors families will vote against any outside offer for the company. Eric Molson and allied family members control a majority of Molson's Class B voting stock, and the Coors family owns all of Coors Brewing Co.'s Class A voting stock. As a result, analysts say it is exceedingly unlikely that any competing offer would fly.

There's also another provision that should discourage an outside deal. If the deal falls apart, the partner that backs away would have to pay the other a fee, plus legal costs. For example, if Molson's board supports an outside deal, the company would have to pay Coors $75 million. By the same token, if the Coors board recommends another deal, Coors would have to pay Molson a similar fee.

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Publication:Modern Brewery Age
Article Type:Brief Article
Geographic Code:1USA
Date:Aug 9, 2004
Words:259
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