UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
June 2012
Date of Report (Date of Earliest Event Reported)
Embotelladora Andina S.A.
(Exact name of registrant as specified in its charter)
Andina Bottling Company, Inc.
(Translation of Registrant´s name into English)
Avda. El Golf 40, Piso 4
Las Condes
Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes o No x
Exhibit III.
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
COMPLEMENTARY PROFORMA MERGER STATEMENTS OF FINANCIAL POSITION ANDINA-POLAR AS OF MARCH 31, 2012
|
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| Embotelladora |
|
|
| Embotelladora |
| Embotelladoras |
| Adjustments and |
| Andina S.A. and |
| ||
|
| Andina S.A. and |
| Coca-Cola Polar S.A. |
| Reclassifications |
| Subsidiaries |
| ||
|
| Subsidiaries |
| and Subsidiaries |
| Charge |
| Credit |
| Total Merged |
|
|
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
|
ASSETS |
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Current Assets |
|
|
|
|
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|
|
|
|
|
|
Cash and cash equivalents |
| 40,202 |
| 23,134 |
|
|
|
|
| 63,336 |
|
Other financial assets |
| 8,998 |
|
|
|
|
|
|
| 8,998 |
|
Other non-financial assets |
| 17,361 |
| 1,751 |
|
|
|
|
| 19,112 |
|
Trade and other accounts receivable, net |
| 89,581 |
| 30,061 |
|
|
|
|
| 119,642 |
|
Accounts receivable from related companies |
| 5,532 |
| 3,456 |
|
|
| 400 |
| 8,587 |
|
Inventory |
| 55,575 |
| 21,609 |
|
|
|
|
| 77,185 |
|
Current tax assets |
| 2,154 |
| 1,471 |
|
|
|
|
| 3,625 |
|
Total current assets |
| 219,403 |
| 81,482 |
|
|
| 400 |
| 300,484 |
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|
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Non-current assets |
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|
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Other non-financial, non-current assets |
| 30,771 |
| 1,611 |
|
|
|
|
| 32,382 |
|
Trade and other accounts receivable, net |
| 6,953 |
|
|
|
|
|
|
| 6,953 |
|
Accounts receivable from related companies, net |
| 9 |
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|
|
|
|
|
| 9 |
|
Equity method investments |
| 61,064 |
| 6,780 |
|
|
|
|
| 67,845 |
|
Intangible assets, net |
| 1,178 |
| 2,587 |
|
|
|
|
| 3,765 |
|
Goodwill |
| 54,964 |
| 9,024 |
| 375,081 | (1) |
|
| 439,069 |
|
Property, plant and equipment, net |
| 350,458 |
| 161,925 |
|
|
|
|
| 512,382 |
|
Deferred tax assets |
|
|
| 6,107 |
|
|
| 4,550 |
| 1,557 |
|
Total non-current assets |
| 505,397 |
| 188,033 |
| 375,081 |
| 4,550 |
| 1,063,961 |
|
Total assets |
| 724,800 |
| 269,515 |
| 375,081 |
| 4,950 |
| 1,364,446 |
|
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
COMPLEMENTARY PROFORMA MERGER STATEMENTS OF FINANCIAL POSITION ANDINA-POLAR AS OF MARCH 31, 2012 (*) VALID FOR FINANCIAL MERGER
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|
|
| Embotelladora |
|
|
| Embotelladora |
| Embotelladoras |
| Adjustments and |
| Andina S.A. and |
| ||
|
| Andina S.A. and |
| Coca Cola Polar S.A. |
| Reclassifications |
| Subsidiaries |
| ||
|
| Subsidiaries |
| and Subsidiaries |
| Charge |
| Credit |
| Total Merged |
|
|
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
| Million Ch$ |
|
LIABILITIES AND NET EQUITY |
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Current liabilities |
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Other financial liabilities |
| 21,727 |
| 9,645 |
|
|
| 1,869 |
| 33,241 |
|
Trade and other accounts payable |
| 104,296 |
| 34,214 |
| 1,972 |
|
|
| 136,539 |
|
Accounts payable to related companies |
| 14,803 |
| 13,442 |
|
|
|
|
| 28,244 |
|
Provisions |
| 87 |
| 1,835 |
| 1,127 |
|
|
| 794 |
|
Income tax payable |
| 5,094 |
| 93 |
|
|
|
|
| 5,186 |
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Other non-financial liabilities |
| 17,260 |
| 29,565 |
|
|
| 2,699 |
| 49,524 |
|
Total Current Liabilities |
| 163,267 |
| 88,794 |
| 3,099 |
| 4,567 |
| 253,529 |
|
|
|
|
|
|
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|
|
|
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Non-Current Liabilities |
|
|
|
|
|
|
|
|
|
|
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Other non-current financial liabilities |
| 75,538 |
| 70,108 |
|
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|
|
| 145,646 |
|
Other accounts payable |
|
|
| 4,714 |
| 1,869 |
|
|
| 2,845 |
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Provisions |
| 7,307 |
|
|
|
|
|
|
| 7,307 |
|
Deferred tax liabilities |
| 37,054 |
| 9,625 |
| 4,550 |
|
|
| 42,129 |
|
Post-employment benefit liabilities |
| 5,331 |
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|
| 5,331 |
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Other non-current liabilities |
| 297 |
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|
|
| 297 |
|
Total Non-Current Liabilities |
| 125,528 |
| 84,447 |
| 6,419 |
| 0 |
| 203,556 |
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Equity |
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Issued capital |
| 230,892 |
| 39,867 |
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|
| 270,759 |
|
Retained earnings |
| 232,810 |
| 71,056 |
|
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|
|
| 303,866 |
|
Accumulated other comprehensive income and capital |
| -27,704 |
| -16,508 |
|
|
| 375,081 | (1) | 330,868 |
|
Equity attributable to equity holders to parent |
| 435,998 |
| 94,415 |
| 0 |
| 375,081 |
| 905,494 |
|
Non-controlling interests |
| 8 |
| 1,859 |
|
|
|
|
| 1,867 |
|
Total Equity |
| 436,006 |
| 96,274 |
| 0 |
| 375,081 |
| 907,361 |
|
Total Liabilities and Equity |
| 724,800 |
| 269,515 |
| 9,518 |
| 379,648 |
| 1,364,446 |
|
(*) This complement aims to give preliminary insight into the application of International Financial Reporting Standards in the presentation of the Proforma Merger Balance Sheet as of March 31, 2012.
(1) For the estimation of the economic value of the transaction we have referenced the value of Embotelladora Andina’s share (according to what has been published by the Bolsa de Comercio de Santiago-the Santiago Stock Exchange) as of March 31, 2012, and the number of shares to be issued in an amount of 186,304,194 (2) as agreed between the Companies and in accordance with the expert opinion issued by IM Trust, the resulting value of the operation in the amount of MCh$469,496 compared with the assets and liabilities received in the merger on behalf of Embotelladoras Coca-Cola Polar S.A., result in an over-price of MCh$375,081. This over-price corresponds mainly to intangible assets generated in the acquisition and that relate mainly to distribution rights owned by the company being acquired.
(2) The 186,304,194 shares correspond to new shares being issued so that the former shareholders of Embotelladoras Coca-Cola Polar S.A. keep an ownership interest of 19.6818486% (“19.68 %”) in the merged Company. In turn, the 19.68% stake in the merged Company that the former shareholders of Embotelladoras Coca-Cola Polar must hold, corresponds to the exchange ratio estimated on the basis of the negotiations established by the parties, which in turn was based on the fair value of the Companies at the beginning of the year 2012.
(3) After the merger is materialized, the Company, has a period of one year for the business combination (Purchase Price Allocation) with which it will complete the distribution of the goodwill value of the corresponding assets as established under the current rules.
(4) Given that the merger has not yet materialized, the values presented correspond to an estimate to this date, so we have called them “proforma”.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Santiago, Chile.
| EMBOTELLADORA ANDINA S.A. | |
| By: | /s/ Andrés Wainer |
| Name: | Andrés Wainer |
| Title: | Chief Financial Officer |
Santiago, June 19, 2012