0001104659-12-068023.txt : 20121009 0001104659-12-068023.hdr.sgml : 20121008 20121009082526 ACCESSION NUMBER: 0001104659-12-068023 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121009 DATE AS OF CHANGE: 20121009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDINA BOTTLING CO INC CENTRAL INDEX KEY: 0000925261 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13142 FILM NUMBER: 121133659 BUSINESS ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5623380520 MAIL ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDINA BOTTLING CO INC CENTRAL INDEX KEY: 0000925261 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5623380520 MAIL ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 425 1 a12-23324_2425.htm PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

 

 

Filed by Embotelladora Andina S.A.

 

Pursuant to Rule 425 under the Securities Act of 1933

 

Subject Company: Embotelladoras Coca-Cola Polar S.A

 

Commission File No. 001-13142

 

EMBOTELLADORA ANDINA S.A.

Public Stock Corporation

Securities Registry Registration No. 124

 

SHARE EXCHANGE NOTICE

 

The following is hereby informed to the shareholders of Embotelladora Andina S.A., hereinafter “Andina”, and to the shareholders of Embotelladoras Coca - Cola Polar S.A., hereinafter “Polar”, in connection with the merger by absorption of Polar by Andina:

 

1.- At Andina’s Extraordinary General Shareholders Meeting held on June 25th, 2012, minutes of which were expressed as a public deed dated July 12th, 2012 before the Notary Public Ms. María Patricia Donoso Gomien, it was agreed to approve the merger of Andina with Polar so that the latter is absorbed by Andina.

 

2. — At Polar’s Extraordinary General Shareholders Meeting held on June 25th, 2012, minutes of which were expressed as a public deed dated July 9th, 2012 before the Notary Public Mr. Patricio Raby Benavente, it was agreed to approve the merger by incorporation of Polar into Andina, the latter absorbing the former.

 

3. — For the fulfillment of the merger resolutions adopted at Andina’s Extraordinary General Shareholders Meeting specified in number 1 above, in such same Meeting, it was agreed to increase the capital up to CLP 270,759,000,000.-, increase that was effected by the issuance of 93,152,097 new Series A shares and 93,152,097 new Series B shares, both series being preferred and shares having no par value, which shares shall be distributed among Polar shareholders, distribution to be made by exchange of the said shareholders at the corresponding proportion according the exchange ration approved by that Meeting, that is 0.33268606071 Andina Series A shares, and an equal number of Series B for each Polar share. The issuance of these shares is registered before the Securities Register of the Securities and Insurance Commission under the number 964, the certificate of registration having been issued on September 24th, 2012.

 

4. — It is informed to Polar shareholders, that Andina’s Board of Directors, at Meeting held on September 25th, 2012, has agreed to set October 16th, 2012, as the date for the exchange of the shares, at Sercor offices located in El Golf 140, 1st floor, Las Condes.

 

In order to avoid improper replacements, shareholders or their proxies must display at the time of delivery, their Chilean identity card and a power of attorney (proxy) issued to that effect, if applicable. Legal representatives must adequately evidence such capacity.

 

Santiago, September 27th, 2012