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The Molson-Coors Saga: A critical time line that helps define this high-profile merger

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The foundation of the deal can be traced back to 1985 when the two brewers entered into a licensing agreement to brew and market the Coors brands for Canada. Then in 1993, Miller Brewing Co. of Milwaukee, Wisconsin purchased a 20% stake in Molson. The following year, Coors filed a suit in U.S. court to have Miller Brewing Co. drop its 20% ownership of Molson and sought an undisclosed amount in damages. In 1996, Molson resolved the breach of licensing agreement with Coors at a cost of $100-million. Two years later, Molson and Coors established Coors Canada, a partnership agreement to manufacture and market all Coors products in Canada. In January of 2001, Coors and Molson created a joint venture named Molson USA to import, market and sell the Molson's brands in America. These proceedings set the stage for the so-called "merger of equals".

2004

July 19: Molson and Coors confirm that they are in "advanced merger talks".

July 21: Ian Molson assembles a group of financial backers and a possible corporate investor with a counter offer which the Molson board rejects.

July 22: The companies formally announce their US$6-billion merger that will create the world's fifth-largest beer company. The understanding includes an agreement not to solicit other offers and requires either company to pay the other a US$75-million break-up fee if the deal "is not completed under certain circumstances."

July 23: Onex Corp. publicly pledges their commitment of $1-billion to help finance Ian Molson's potential bid for control of Molson. Speculation surfaces that the proposed Molson Coors Brewing Co. would be an attractive takeover for either Heineken or SABMiller.

July 26: Molson and Coors chief executives hit the road to sell their proposed merger to skeptical money managers who are anticipating a rival bid from Ian Molson backed by Onex Corp.

Sept. 8: Dan O'Neill acknowledges that the proposed merger may not win shareholder approval. Coors says that if Molson sells out to a rival bidder, they would exercise the change-of-control clause.

Sept. 15: London-based SABMiller confirms that it is in talks with Ian Molson and Onex Corp.

Sept. 17: Coors files a preliminary proxy statement with the U.S. Securities and Exchange Commission.

Sept. 22: The proposed merger is threatened by a growing coalition of institutional investors opposed to the terms of the deal.

Sept. 24: According to the proxy statement filed with security regulators a hostile bid for Molson could cost the company US$15-million, even if the competing bid is unsuccessful.

Sept. 28: Molson releases a timetable for shareholders which outlines approval from the U.S. securities regulators in mid-November and a special meeting of shareholders during the week of December 13th.

Sept. 30: Molson issues a financial warning that the company's operating profits will be lower than last year due to lower-than-expected second-quarter earnings.

Oct. 5: Molson files the terms of its partnership agreement with Quebec's Financial Markets Authority securities regulator.

Oct. 6: Molson and Coors win antitrust clearance from the U.S. Federal Trade Commission.

Oct. 13: Canada's federal Competition Bureau gives its approval to the proposed merger.

Oct. 14: Pressure from institutional shareholders forces Molson to back down from their controversial plan to allow its executives to vote their options in the up-coming merger vote.

Oct. 28: Molson declares a third-quarter loss of $117.9 million due to the writedown of its losses in Brazil. Poor financial results have analysts divided about the wisdom of the proposed merger.

Nov. 5: In an effort to appease Molson investors who are skeptical of the deal, Molson and Coors agree to sweeten the offer with a special shareholder dividend.

Nov. 10: Eric Molson dissolves a family-voting pact with Ian Molson that effectively prevents his cousin from blocking the merger.

Nov. 12: Molson and Coors file a second preliminary proxy statement with U.S. regulators in response to comments from the U.S. Securities and Exchange Commission. This version guarantees stock option profits to Coors executives who leave the company after the merger is completed. The dozen highest-paid executives would be eligible for almost $21 million in severance pay.

Nov. 30: New queries from the U.S. Securities and Exchange Commission indicate that it is "very doubtful" that the merger will be finalized by year-end. If the merger is not completed by January 31st, 2005, either company is free to walk away from the deal.

Dec. 1: Molson announces that its scheduled shareholder meeting will not take place during the week of December 13th and it is "highly unlikely" that it will occur before December 31st.

Dec. 10: The U.S. Securities and Exchange Commission gives its approval to the revised proxy circular allowing the shareholder vote to proceed.

Dec. 13: The Quebec Superior Court grants an interim order approving the holding of special meetings for Molson shareholders and Molson option-holders.

Dec. 21: Both Onex Corp. and SABMiller say they are no longer interested in supporting Ian Molson in his rival bid for control of Molson.

2005

Jan. 7: Executives from Molson and Coors make a last-minute attempt to shore up support for their merger among shareholder groups still opposed to the deal.

Jan. 13: Molson and Coors sweeten the offer for a second time with a special dividend to Molson shareholders valued at $640 million compared with the previous $381 million.

Jan. 20: Molson postpones the release of what are expected to be poor third-quarter financial results until after the investor's vote on the merger.

Jan. 28: At the long-anticipated meeting held in Montreal, more than 80% of Molson shareholders vote in favour of the merger with Coors.

Jan. 31: Controversial to the end, an investment management firm opposed to the merger claims some of its votes were not recorded. The complaint is not validated on the grounds that even if the votes were counted, the deal would have cleared the two-thirds required support.

Feb. 1: The merger with Molson wins support from 92% of Coors stockholders creating the world's fifth largest beer maker. The new entity is named Molson Coors Brewing Co.

Feb. 2: Molson receives the final order from the Quebec Superior Court, approving the merger with Coors under the Canada Business Corporations Act. The closing of the deal, which is valued at about $7 billion (CDN), is scheduled for Wed. Feb. 16th.

Feb. 3: A Molson official said the final costs to the company for the merger will tally in at about $40 million.

- The Beerologist

Allen knows his subject matter well. As an ad agency executive for over 25 years, he developed some of the Canadian beer industry's most memorable campaigns. He was a founding partner in the Algonquin Brewing Company, one of the country's first generation microbreweries. Allen is the author of Brewed In Canada, the only book documenting Canada's colourful 350-year-old brewing industry. The work was awarded the Quill & Tankard Trophy by the North American Guild of Beer Writers. Allen is available for informal and entertaining speaking engagements. You can contact him direct via email at ad-vantage@rogers.com.