Central European Distribution Corporation has completed its acquisition of Botapol Holding B.V., which owns 100% of the outstanding shares of Bols Sp. z o.o. The purchase price consists of 3,382,838 shares of common stock of CEDC with a value of approximately US$122.5m (based on the US$36.22 valuation included in the purchase agreement) and US$147.5m in cash, the company said yesterday (17 August).

As a result of the transaction, each of the sellers will own approximately 8.3% of CEDC's outstanding shares. The stock portion of the purchase price is subject to a one-year lock-up period and is entitled to certain customary demand and piggy-back registration rights after the end of the lock-up period. The cash portion of the purchase price was taken from the proceeds of the Senior Secured Notes offering that CEDC completed last month.

As part of the transaction, CEDC also entered into a strategic alliance with Remy Cointreau in which CEDC has the exclusive right to import and distribute Remy Cointreau's current import portfolio in Poland and in which Dominique Heriard Dubreuil, the chairman of the board of directors of Remy Cointreau, has been appointed to the CEDC board. Markus Sieger, a representative of Takirra Investment Corp., has also been appointed to the CEDC board as part of the transaction.

In a statement, William Carey, president and CEO said: "We are excited about the alliance with Remy Cointreau S.A. and look forward to further developing the working relationship with Bols' management, to realise the full potential of the brand opportunities that the acquisition will give us.

"The acquisition of Bols Sp. z o.o. and the envisaged purchase of 61% of the outstanding stock of Polmos Bialystok S.A. will give us a number of synergies in production, as well as in distribution. Further, we will become one of the top five largest vodka producers in the world and consequently the largest vodka producer in Poland by value.

"Once we complete the Polmos Bialystok S.A. transaction, which is still subject to Polish anti-monopoly approval, we will give updated 2005 guidance, including the expected effect of the synergies within the two distilleries and the effect of production on our distribution network. We anticipate obtaining Polish anti-monopoly approval for Polmos Bialystok S.A. during September 2005."