SABMiller plc and Molson Coors Announce Launch of MillerCoors

SABMiller plc (SAB.L) and Molson Coors Brewing Company (NYSE: TAP; TSX: TPX) today announced the closing of the transaction to combine their U.S. and Puerto Rico operations to create MillerCoors. MillerCoors, which will begin operating as a combined entity on July 1, 2008, will be a dynamic, brand-led U.S. brewer with the scale, resources and distribution platform to succeed in the highly competitive marketplace. "As a unified company with a world-class board and leadership team in place, MillerCoors will be able to create tremendous opportunities for innovations in products and services that will allow us to drive profitable growth,” said Pete Coors, Chairman of MillerCoors. "Personally, I am thrilled to be part of such an exciting and innovative organization and look forward to serving as the Chairman of this new business.” Graham Mackay, Chief Executive of SABMiller, said, "Today is an historic day in the American beer business, not only for the shareholders of both SABMiller and Molson Coors, but for MillerCoors consumers, employees, distributors and business partners. Now that the transaction has closed and MillerCoors is a reality, the strong leadership team we have put in place is ready to execute and realize the tremendous potential of this great organization.” Leo Kiely, Chief Executive of MillerCoors, said, "MillerCoors will be entrepreneurial, with the ability to operate with speed and agility in the marketplace, backed by the powerful combined resources of two exceptionally successful companies. We will drive profitable growth and bring new energy to the U.S. beer industry. Our focus now is to deliver on the $500 million in identified annualized cost synergies by improving sourcing across our eight major breweries, building a streamlined organization and leveraging the scale of the new company. Our talented people are experienced and passionate about this business and – importantly – are determined to win.” SABMiller and Molson Coors have each named five representatives to the MillerCoors Board of Directors, as follows: Pete Coors, Vice-Chairman of Molson Coors Brewing Company and Chairman of the MillerCoors Board Graham Mackay, Chief Executive Officer of SABMiller plc and Vice-Chairman of the MillerCoors Board Peter Swinburn, President and Chief Executive Officer of Molson Coors Sam Walker, Global Chief Legal Officer and Corporate Secretary of Molson Coors Stewart Glendinning, Global Chief Financial Officer of Molson Coors Dave Perkins, President, Global Brand and Market Development of Molson Coors Malcolm Wyman, Chief Financial Officer of SABMiller plc Nick Fell, Group Marketing Director of SABMiller plc Johann Nel, Group Human Resources Director of SABMiller plc Sue Clark, Corporate Affairs Director of SABMiller plc Updated Pro Forma Figures Based on results for Miller and Coors reported under International Financial Reporting Standards (IFRS) for the year ended March 31, 2008, and U.S. GAAP for the four fiscal quarters ended March 30, 2008, respectively, MillerCoors’ annual pro forma combined beer sales were 70.1 million U.S. barrels (82.3 million hectoliters), which is a 1.6 percent increase versus the comparable pro forma period a year earlier. Pro forma net revenues were approximately $7.0 billion for the most recent year, a 6 percent increase versus a year earlier. Pro forma combined EBITDA totaled approximately $991 million, an 18 percent year-over-year increase. Pro forma EBIT of $743 million increased 27 percent from a year earlier. MillerCoors Joint Venture Pro Forma   Miller¹   Coors²   Pro Forma Combined For the Year Ended   Pro Forma Combined For the Year Ended     For the Fiscal Year Ended   For the Four Fiscal Quarters Ended         March 31, 2008   March 30, 2008   March 2008   March 2007 Net Revenue (US $billion)   $4.2   $2.8   $7.0   $6.6 EBITDA* (US $million)   $580   $411   $991   $842 EBIT** (US $million)   $431   $312   $743   $583 Sales to Wholesalers*** (millions of US barrels)   45.5   24.6   70.1   69.0   ¹Miller results are composed of the US and Puerto Rico businesses and exclude the International segment ("Miller”). Net revenue, EBITDA, EBIT and sales to wholesalers (in millions of hectoliters), as reported in SABMiller's Annual Financial Statements, under IFRS, before exceptional items. EBITDA and EBIT include a non-recurring gain of US $33 million from the October 2007 settlement of a dispute with the Ball Metal Beverage Container Corporation. ²Coors results are composed of the U.S. business unit of Molson Coors, including Puerto Rico, as reported under US GAAP, excluding special items. *EBITDA - Earnings before interest, taxes, depreciation and amortization, excluding exceptional and special items – a non GAAP measure. See tables below for reconciliations to nearest U.S. GAAP and IFRS measures. **EBIT - Earnings before interest and taxes, excluding exceptional and special items – a non GAAP measure. See tables below for reconciliations to nearest U.S. GAAP and IFRS measures. ***Sales to Wholesalers in millions of hectoliters - Miller: 53.4, Coors: 28.9, Pro Forma Combined 2008: 82.3, Pro Forma Combined 2007: 80.9. MillerCoors Financial Reporting Schedule SABMiller and Molson Coors Brewing Company will release MillerCoors quarterly financial results in U.S. GAAP on the same day as Molson Coors’ scheduled earnings announcements and prior to the opening of the London Stock Exchange. These results will also contain a reconciliation from U.S. GAAP results to IFRS results. The current anticipated 2008-2009 financial reporting calendar for MillerCoors is set out below. (These dates are subject to change without notice.) Quarter End   MillerCoors Release September 2008   November 5, 2008 December 2008   February 10, 2009 March 2009   May 5, 2009 June 2009   August 3, 2009 September 2009   November 4, 2009 December 2009   February 9, 2010 Overview of SABMiller SABMiller plc is one of the world’s largest brewers with brewing interests or distribution agreements in over 60 countries across six continents. The group’s brands include premium international beers such as Miller Genuine Draft, Peroni Nastro Azzurro, Grolsch and Pilsner Urquell, as well as an exceptional range of market leading local brands. Outside the USA, SABMiller plc is also one of the largest bottlers of Coca-Cola products in the world. In the year ended March 31, 2008, the group reported $3,560 million operating profit before exceptional items and revenue of $21,410 million. SABMiller plc is listed on the London and Johannesburg stock exchanges. For more information on SABMiller plc, visit the company's website: www.sabmiller.com. Overview of Molson Coors Molson Coors Brewing Company is one of the world’s largest brewers. It brews, markets and sells a portfolio of leading premium quality brands such as Coors Light, Molson Canadian, Molson Dry, Carling, Coors, and Keystone Light in North America, Europe and Asia. For more information on Molson Coors Brewing Company, visit the company’s Web site, http://www.molsoncoors.com. Overview of Miller and Coors and Related Reconciliations The tables below reconcile EBIT and EBITDA, each a non-U.S. GAAP measure, to the nearest U.S. GAAP and IFRS measures. Management of both companies believes that EBIT and EBITDA provide shareholders with a useful basis for assessing the profit and cash generation performance of MillerCoors. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similarly named non-GAAP measures whose calculations may differ from the company’s calculations. Miller Miller produces, markets and sells the Miller portfolio of brands in the U.S. and Puerto Rico. The Miller business to be contributed to the joint venture ("Miller”) does not include the sales of Miller brands outside the U.S. and Puerto Rico, but does include the sale of other SABMiller brands in the U.S and Puerto Rico. Miller EBIT and EBITDA - Fiscal Year ended March 31, 2008   Miller (In millions of $US) Fiscal Year Ended     March 31, 2008 IFRS: North America segmental operating profit before exceptional items – reported 462 Less: International segment operating profit before exceptional items (EBIT¹) (31) IFRS: Miller operating profit before exceptional items (EBIT) 431 Percent change vs. prior year Miller operating profit before exceptional items (EBIT¹)   26% Add back: Miller depreciation & amortization 149 Non-GAAP: Miller EBITDA² 580 Percent change vs. prior year EBITDA²   20%     Fiscal Year Ended March 31, 2007 IFRS: North America segmental operating profit before exceptional items – reported 366 Less: International segment operating profit before exceptional items (EBIT) (24) IFRS: Miller operating profit before exceptional items (EBIT¹)   342 Add back: Miller depreciation & amortization 142 Non-GAAP: Miller EBITDA²   484 ¹EBIT - Earnings Before Interest and Taxes, before exceptional items ²EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization, before exceptional items Coors Coors produces, markets and sells the Coors portfolio of brands in the U.S. and Puerto Rico, which is managed as an integral part of the U.S. business, and also holds 50% interests in the Rocky Mountain Metal Corporation and Rocky Mountain Bottle Corporation joint ventures. The Coors business contributed to the joint venture (the "Coors Business”) does not include the sales of Coors brands outside the U.S. and Puerto Rico. The business contributed does include the sale of other Molson Coors brands in the U.S. and Puerto Rico. Coors U.S. Underlying Pretax Earnings - Four Fiscal Quarters ended March 30, 2008 (Pretax Income, Excluding Special Items)   (Note: Some numbers may not sum due to rounding.) Coors U.S. (In millions of $US) Four Fiscal Quarters Ended     March 30, 2008 U.S. GAAP: Pretax income – reported 311 Add back: Pretax special items – net (described below) 2 Non-GAAP: Underlying pretax income (EBIT¹) 312 Percent change vs. prior year underlying pretax income (EBIT¹)   29% Add back: Depreciation & amortization 99 Non-GAAP: Underlying EBITDA² 411 Percent change vs. prior year underlying EBITDA²   15%     Four Fiscal Quarters Ended April 1, 2007 U.S. GAAP: Pretax income 189 Add back: Pretax special items – net (described below) 52 Non-GAAP: Underlying pretax income (EBIT¹)   241 Add back: Depreciation & amortization³ 117 Non-GAAP: Underlying EBITDA²   358 ¹EBIT - Earnings Before Interest and Taxes, excluding special items ²EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization, excluding special items ³Depreciation and amortization, excluding $40 million of Memphis brewery accelerated depreciation (special item)   Special Items: Q2 '06 - U.S. results included a $26.4 million pretax special charge related primarily to the scheduled closure of the Company’s Memphis brewery in early September. These charges include accelerated depreciation of Memphis assets and limited restructuring and project expenses. Q3 '06 - U.S. results included a $25.5 million pretax special charge related primarily to the closure of the Company’s Memphis brewery, which was completed on September 6. These charges include accelerated depreciation of Memphis assets, severance and other plant closure costs. Q3 '07 - Pretax special charges of $2.8 million in the U.S. were due to supply chain restructurings. Q4 '07 - U.S. results included a $6.7 million special charge for a retention program for Coors Brewing Company employees during the joint-venture approval waiting period. Q1 '08 - The $8.0 million net benefit in the U.S. resulted from the sale of a company-owned distributorship, partially offset by MillerCoors joint venture planning and employee retention costs. This announcement is for information only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of SABMiller or Molson Coors (the "Companies") in any jurisdiction. The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes are required by the Companies to inform themselves about and to observe any such restrictions. Forward-Looking Statements This press release includes "forward-looking statements” within the meaning of the U.S. federal securities laws, and language indicating trends, such as "anticipated” and "expected”. It also includes financial information, of which, as of the date of this press release, the Companies’ independent auditors have not completed their review. Although the Companies believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Companies’ projections and expectations are disclosed in Molson Coors’ filings with the Securities and Exchange Commission and in SABMiller’s annual report and accounts for the year ended March 31, 2008, and in other documents which are available on SABMiller’s website at www.sabmiller.com. These factors include, among others, changes in consumer preferences and product trends; price discounting by major competitors; failure to realize anticipated results from synergy initiatives; and increases in costs generally. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Neither SABMiller nor Molson Coors undertakes to update forward-looking statements relating to their respective businesses, whether as a result of new information, future events or otherwise. Neither SABMiller nor Molson Coors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.