Announcement (September 22, 2009):

Lion Capital and Blackstone Group have received a binding offer from Suntory Holdings regarding the ownership of Orangina.

Rumor (September 9, 2009):

According to Bloomberg, Lion Capital and Blackstone may sell Orangina to Suntory Holdings.

Rothschild, Inc., JPMorgan Chase & Co., Citigroup, Inc., Blackstone Corporate Advisory, Royal Bank of Scotland Group Plc and Nomura Holdings, Inc. are acting as financial advisors to Lion Capital and Blackstone. Clifford Chance LLP is acting as legal advisor to Suntory Holdings.

Deal Type    Private Equity
Sub-Category Exit
Deal Status  Completed: 2009-11-12

Deal Participants

Target (Company)   Orangina SAS (formerly Orangina Schweppes Holding)
Acquirer (Company) Suntory Holdings Limited

Deal Rationale

The acquisition of Orangina Schweppes is expected to provide Suntory with a platform in Europe in the soft drinks business, and would be a further step in Suntory's global expansion strategy. The acquisition will maximize synergies with Suntory's existing non-alcoholic beverage and food businesses Frucor Group in Australasia, Cerebos Pacific in South East Asia, Tipco F&B, a JV in Thailand and the domestic platform in Japan.

Announcement (September 22, 2009):

Suntory Holdings has made a binding offer to funds advised by Lion Capital and Blackstone Group to acquire the Orangina.

Reportedly, the deal is valued at approximately $3,300 million.

Rumor (September 9, 2009):

According to Bloomberg, Suntory Holdings is in talks to acquire Orangina from Lion Capital and Blackstone.

Rothschild, Inc., JPMorgan Chase & Co., Citigroup, Inc., Blackstone Corporate Advisory, Royal Bank of Scotland Group Plc and Nomura Holdings, Inc. are acting as financial advisors to Lion Capital and Blackstone. Clifford Chance LLP is acting as legal advisor to Suntory Holdings.

Deal Value (US$ Million) 3300
Deal Type                Acquisition
Sub-Category             100% Acquisition
Deal Status              Completed: 2009-11-12

Deal Participants

Target (Company)   Orangina SAS (formerly Orangina Schweppes Holding)
Acquirer (Company) Suntory Holdings Limited

Deal Rationale

The acquisition of Orangina Schweppes is expected to provide Suntory with a platform in Europe in the soft drinks business, and would be a further step in Suntory's global expansion strategy. The acquisition will maximize synergies with Suntory's existing non-alcoholic beverage and food businesses Frucor Group in Australasia, Cerebos Pacific in South East Asia, Tipco F&B, a JV in Thailand and the domestic platform in Japan.

Rothschild, JPMorgan, Citigroup, Blackstone Corporate Advisory, RBS and Nomura acted as financial advisors to Lion Capital and Blackstone.

About Blackstone

Blackstone is one of the world's leading investment and advisory firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, the companies we advise and the broader global economy. We do this through the commitment of our extraordinary people and flexible capital. Our alternative asset management businesses include the management of private equity funds, real estate funds, funds of hedge funds, credit- oriented funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com.

About Lion Capital

Lion Capital is a London-based investment firm that is recognized as a leader in investing in the consumer sector, with over EUR4 billion of equity capital invested in consumer businesses across Europe and North America. Lion's portfolio of market-leading food and beverage companies includes such well-known brands as Weetabix, the UK's number one cereal brand, Kettle Foods, a leading snack business in the UK and US, and the iconic Schweppes and Orangina beverage brands in Europe. Lion Capital's investment strategy is underpinned by exceptional experience within its senior team in investing in and operating within the consumer sector and the firm has a proven track record of successfully growing companies post acquisition. For more information please visit: www.lioncapital.com.

SOURCE: The Blackstone Group

For further information: 
For Blackstone: 
Public Affairs 
New York 
+ 1 212-583-5263 
OR 
For Lion Capital: 
Penrose Financial 
Shona Prendergast, +44 (0) 20 7786 4888 
OR 
Lion Capital 
Kelly Mayer, +44 (0) 20 7201 2231

William Carey, President and CEO, commented: "The Company has continued to focus on its key objectives of increasing margins, gaining market share as well as improving working capital to continue to reduce our financial leverage. We believe that with the addition of two new lower mainstream brands that we are launching this quarter to our already leading portfolio in Russia, we are well positioned for a strong year in 2010."

Mr. Carey continued: "We expect that the Company should continue to see further improvements in its gross and operating margins in 2010, which we estimate should be in the range of approximately 200 basis points. This improvement would highlight the Company's continued drive to optimize is operating efficiency and product mix. With our recent acquisition of the remaining outstanding minority equity interests in Parliament, we are starting to move forward on our plans for integrating certain segments of our Russian business in the first quarter of 2010. We have been encouraged that we have seen our markets stabilize over the summer and expect an uptick in consumer demand as we head into our peak sales period and into the year 2010."

CEDC has reported net income and fully diluted net income per share guidance on a non-GAAP basis, referred to in this release as comparable non-GAAP net income. CEDC's management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors' understanding of CEDC's core operating results and trends. CEDC discusses results and guidance on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC's calculation of these measures may not be the same as similarly named measures presented by other companies. These measures are not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures. A reconciliation of GAAP to non-GAAP measures can be found in the section "Unaudited Reconciliation of Non-GAAP Measures" at the end of this press release.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world, including the United States, England, France and Japan. CEDC also produces and distributes Royal Vodka, the top selling vodka in Hungary, and produces Parliament Vodka, the leading sub-premium vodka in Russia. CEDC also has an equity stake in the Russian Alcohol Group which produces Green Mark, the number one selling vodka in Russia along with Zhuravli, another top-selling sub-premium vodka in Russia.

CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC imports many of the world's leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin Cognac, Guinness, Sutter Home wines, Grant's Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher's Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y Toro, among others.

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding exchange rate assumptions, future issuances of common stock and expectations regarding business performance (including gross and operating margins) and potential synergies that could be realized in the integration of CEDC's Russian businesses. Forward looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC's Form 10-K for the fiscal year ended December 31, 2008, including statements made under the captions "Item 1A. Risks Relating to Our Business", its Current Report on Form 8-K filed on July 13, 2009 and in other documents filed by CEDC with the Securities and Exchange Commission and risks arising from current credit market and economic conditions globally and in the markets in which we operate.

    Contact:

    Jim Archbold
    Investor Relations Officer
    Central European Distribution Corporation
    610-660-7817



                      CENTRAL EUROPEAN DISTRIBUTION CORPORATION
                    UNAUDITED RECONCILIATION OF NON-GAAP MEASURES
                (in thousands, except share and per share information)

    Full Year Guidance, 12 Months Ending December 31,       2009       2010
    -------------------------------------------------       ----       ----
    Range for GAAP Fully Diluted Earnings per Share        $3.88      $2.67
                                                           $4.02      $2.81
                                                           -----      -----
    A. Range for GAAP Fully Diluted Earnings per
    Share with adjusted share count                        $4.18      $2.70
                                                           $4.33      $2.85
                                                           -----      -----
    B. Foreign exchange impact related to USD and EUR
    denominated  financing                                 $1.04      $0.00
    C. Gain on revaluation of equity stake in RAG,
    net of goodwill and brand impairment charges          ($3.09)     $0.00
    D. Adjustment to reflect RAG acquisition at 42%
    ownership                                              $0.03      $0.26
    E. Other acquisition related costs                     $0.13      $0.00
    F. Impact of adoption of ABP14                         $0.05      $0.04
    G. Other non-recurring costs                           $0.01      $0.00
    ----------------------------                           -----      -----
    H. Range for Comparable non-GAAP Fully Diluted
    Earnings per Share                                     $2.35      $3.00
                                                           $2.50      $3.15
                                                           -----      -----


    A.  GAAP fully diluted EPS is calculated based on the forecasted GAAP
    earnings divided by share counts of 56.7 million weighted average number
    of shares outstanding for the year ended December 31, 2009, and 61.4
    million weighted average number of shares outstanding for the year ended
    December 31, 2010.  GAAP fully diluted EPS with adjusted share count is
    calculated based on the forecasted GAAP earnings divided by adjusted share
    counts of 52.7 million weighted average number of shares outstanding for
    the year ended December 31, 2009, and 60.6 million weighted average number
    of shares outstanding for the year ended December 31, 2010.  Both adjusted
    share counts exclude the impact of 4 million shares to be issued to Lion
    Capital in 2009 and .0751 million shares to be issued to Lion Capital in
    2010 in connection with CEDC's acquisition of Lion Capital's remaining
    equity interests in RAG.  These shares had not been issued yet during the
    respective periods, and this treatment is consistent with the increase of
    minority impact referred to in item C below.

    B.  Represents the net after tax impact of the foreign currency
    revaluation related to our USD and EUR financing (debt as well as the
    convertible note which was purchased from RAG during the 2nd quarter 2009)
    as a majority of these borrowings have been lent down to entities that
    have the Polish Zloty or Russian Ruble as their functional currency. Also
    included is the proportional net after tax impact of the foreign currency
    revaluation related to the foreign currency liabilities included in the
    earnings of our equity method investments ( Russian Alcohol Group and the
    MHWH JV) as these entities have the Russian Ruble as their functional
    currency.

    The amount has been adjusted to reflect only the CEDC portion of foreign
    exchange gains or losses of the Russian Alcohol Group and does not include
    the portion attributable to the minority shareholders.

    The impact of foreign exchange revaluation is inherently unpredictable and
    we have not forecasted the impact thereof; changes in foreign exchange
    revaluation may have a material effect on our financial results.

    C.  As a result of the change in accounting treatment of the investment in
    the Russian Alcohol Group during the second quarter of 2009 from equity
    accounting to consolidation, CEDC was required to revalue the equity
    investment to market value at the time of conversion.  This amount was
    then netted with an impairment charge for RAG goodwill.

    D.  The Company has recorded deferred payments to Lion in connection with
    the RAG acquisition on the balance sheet at fair value and amortizes this
    discount as a non cash amortization expense over the payment period and
    records its investment in RAG as if it owned Lion's shares.  This
    adjustment eliminates the non-cash amortization and increases the minority
    interest for the net profit attributable to the shares held by Lion
    Capital to reflect CEDC results as if it owned 52% of RAG without
    amortization of the deferred payments to Lion.

    E.  Represents other miscellaneous costs, directly related to acquisition
    costs related to the Parliament acquisition in 2008 and RAG in 2009.

    F.  In May 2008, the FASB issued FSP APB 14-1, which impacts the
    accounting treatment for convertible debt instruments that allow for
    either mandatory or optional cash settlements. FSP APB 14-1 will impact
    the accounting associated with our $310.0 million senior convertible
    notes. This FSP requires us to recognize additional non-cash interest
    expense on a retrospective basis, based on the market rate for similar
    debt instruments without the conversion feature. Furthermore, it requires
    recognizing interest expense in prior periods pursuant to the
    retrospective accounting treatment. FSP APB 14-1 has become effective
    beginning in our first quarter of 2009 and is required to be applied
    retrospectively to all presented periods, as applicable.

    G.  On June 30, 2008, CEDC terminated operations of the German import
    business acquired as part of the Parliament acquisition and in July 2008,
    moved all German import operations to a 3rd party importer.  The $1.461
    million represents the net loss incurred by the discontinued operation for
    the 3 months ended June 30, 2008.  For 2009 the amount represents one off
    tax charges related to a tax inspection for the period prior to the
    investment in 2008.

    H.  Comparable non-GAAP fully diluted EPS is calculated, as discussed in
    item A above, based on adjusted share counts of 52.7 million weighted
    average number of shares outstanding for the year ended December 31, 2009,
    and 60.6 million weighted average number of shares outstanding for the
    year ended December 31, 2010.  Both adjusted share counts exclude the
    impact of 4 million shares to be issued to Lion Capital in 2009 and .0751
    million shares to be issued to Lion Capital in 2010 in connection with
    CEDC's acquisition of Lion Capital's remaining equity interests in RAG.
    These shares had not been issued yet during the respective periods, and
    this treatment is consistent with the increase of minority impact referred
    to in item C above.

SOURCE Central European Distribution Corporation

http://www.cedc.com.pl