Admission to listing and trading on NYSE Euronext in Amsterdam of ordinary shares

Transcription

1 D.E MASTER BLENDERS 1753 N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Joure, the Netherlands) Admission to listing and trading on NYSE Euronext in Amsterdam of ordinary shares This prospectus (the Prospectus ) is published in connection with the first admission to listing and trading (the Listing ) on NYSE Euronext in Amsterdam ( NYSE Euronext Amsterdam ) of ordinary shares (the Shares ) in the share capital of D.E MASTER BLENDERS 1753 N.V. (the Company ) with a nominal value of 0.12 per Share. THIS PROSPECTUS IS NOT PUBLISHED IN CONNECTION WITH AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES BY OR ON BEHALF OF US IN THE EUROPEAN ECONOMIC AREA. The Listing is part of the separation of the international coffee and tea business of Sara Lee Corporation ( Sara Lee ). Sara Lee intends to distribute all of the shares of common stock of DE US, Inc. ( CoffeeCo ) to Computershare Shareowner Services as exchange agent to be held on behalf of Sara Lee s shareholders as of June 14, 2012 (the Record Date ). This distribution will be followed by a legal merger of a wholly owned U.S. subsidiary of the Company with and into CoffeeCo, in which each previously distributed share of CoffeeCo common stock will be exchanged for one Share of the Company. After the distribution and subsequent merger, CoffeeCo will hold, through its subsidiaries, all of the assets and liabilities of the international coffee and tea business of Sara Lee. Sara Lee s shareholders will be allotted one Share in respect of each share of Sara Lee common stock held on the Record Date. In addition, CoffeeCo will declare a special cash dividend of $3.00 per share to each holder of record of CoffeeCo common stock immediately following the distribution, to be paid after the distribution and prior to the merger. We were incorporated on February 27, 2012 as a private company with limited liability and named D.E. International Holdings B.V. On April 4, 2012 we amended our articles of association and changed our name to D.E MASTER BLENDERS 1753 B.V.. Prior to the completion of the separation, we will be converted into a public company with limited liability and we will change our name to D.E MASTER BLENDERS 1753 N.V. After the separation, Sara Lee will not own any shares of common stock of CoffeeCo or any Shares. Neither we nor Sara Lee will receive any proceeds in connection with the separation. The Shares will constitute the entire issued and outstanding share capital of the Company after the separation. Prior to the Listing, there has been no public market for the Shares. Application has been made to list all Shares under the symbol DE and with the ISIN Code NL on NYSE Euronext Amsterdam. Trading in the Shares on an as-if-when-issued basis on NYSE Euronext Amsterdam is expected to start on or about June 12, 2012 (the First Trading Date ). All dealings in Shares prior to the Listing are at the sole risk of the parties concerned. We, Euronext Amsterdam N.V. and our listing agent do not accept any responsibility or liability with respect to any person as a result of the withdrawal of the Listing or the (related) annulment of any transaction in Shares on NYSE Euronext Amsterdam. Initial settlement of trades on the First Trading Date is expected to take place on or about July 9, 2012 at NYSE Euronext Amsterdam. This is also the first day of irrevocable trading of the Shares. Allotment, delivery and settlement of the Shares is expected to take place on or about July 9, 2012 through the book entry systems of the Centraal Instituut voor Giraal Effectenverkeer B.V. ( Euroclear Nederland ). INVESTING IN THE SHARES INVOLVES RISKS. SEE RISK FACTORS BEGINNING ON PAGE W-3 OF THIS PROSPECTUS FOR A DESCRIPTION OF THE MATERIAL RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE SHARES. This document constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant European Economic Area member state ( Prospectus Directive ) and has been prepared in accordance with Article 5:9 of the Financial Markets Supervision Act (Wet op het financieel toezicht; the FMSA ) and the rules promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM ). The Shares have been registered under the US Securities Act of 1933, as amended (the Securities Act ) by means of a registration statement on Form F-1 (the US Registration Statement ) filed with the Securities and Exchange Commission (the SEC ). The prospectus included in the US Registration Statement (the "US Prospectus") is fully incorporated in this Prospectus. Distribution of this Prospectus may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in possession of this Prospectus are urged to inform themselves of any such restrictions which may apply in their jurisdiction and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Sara Lee and the Company disclaim all responsibility for any violation of such restrictions by any person. Prospectus dated June 1, 2012

2 TABLE OF CONTENTS Page TABLE OF CONTENTS... W-1 SUMMARY... W-2 RISK FACTORS... W-3 US PROSPECTUS... W-4 GENERAL INFORMATION... W-5 REPORTS OF INDEPENDENT REGISTERED ACCOUNTING FIRM... W-6 DMSWS_MATTERS_ _1.DOC W-1

3 SUMMARY The summary included in the US Prospectus beginning on page 1 and ending on page 14 should be regarded as the summary to this Prospectus. Any decision to invest in the Shares should be based on a consideration of this Prospectus (including the US Prospectus) as a whole. Civil liability will attach to us in respect of this summary, including any translation hereof, only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a state party to the agreement relating to the European Economic Area (an EEA State ), the plaintiff may, under the national legislation of that EEA State, be required to bear the costs of translating this Prospectus before the legal proceedings are initiated. DMSWS_MATTERS_ _1.DOC W-2

4 RISK FACTORS Before investing in the Shares, prospective investors should consider carefully all of the information in this Prospectus, including the specific risks and uncertainties included in the US Prospectus beginning on page 15 and ending on page 31. If any of the risks actually occurs, our business, results of operations or financial condition could be materially adversely affected. In that event, the value of the Shares could decline and an investor might lose part or all of the investor's investment. Although we believe that the risks and uncertainties described in the US Prospectus are the most material risks and uncertainties facing our business and the Shares, there may be additional risks and uncertainties relating to us or our Shares. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also have a material adverse effect on our business, results of operations or financial condition and could negatively affect the price of Shares. Prospective investors should read the detailed information set out elsewhere in this Prospectus and should reach their own views before making an investment decision with respect to any Shares. Furthermore, before making an investment decision with respect to any Shares, prospective investors should consult their own stockbroker, bank manager, lawyer, auditor or other financial, legal and tax advisers and carefully review the risks associated with an investment in the Shares and consider such an investment decision in light of the prospective investor's personal circumstances. DMSWS_MATTERS_ _1.DOC W-3

5 DMSWS_MATTERS_ _1.DOC W-4 US PROSPECTUS

6 Ordinary Shares D.E MASTER BLENDERS 1753 N.V. This prospectus is being furnished in connection with a series of transactions, described below, as a result of which you will receive shares in D.E MASTER BLENDERS 1753 N.V., a Dutch holding company, that will hold, through its subsidiaries, Sara Lee Corporation s international coffee and tea businesses. These transactions are (1) the distribution by Sara Lee Corporation, which we refer to as Sara Lee, pro rata to its shareholders of all of the shares of common stock of DE US, Inc., which we refer to as CoffeeCo, owned by Sara Lee, which will be 100% of CoffeeCo s shares of common stock outstanding immediately prior to such distribution, (2) the subsequent merger of CoffeeCo with a wholly owned subsidiary of D.E MASTER BLENDERS 1753 N.V., which we refer to as DutchCo, with CoffeeCo surviving the merger as a subsidiary of DutchCo, and (3) the exchange of DutchCo ordinary shares for the previously distributed shares of CoffeeCo common stock. CoffeeCo is a Delaware corporation and a wholly owned subsidiary of Sara Lee that at the time of the distribution will hold, through its subsidiaries, the assets and liabilities associated with Sara Lee s international coffee and tea businesses. Prior to the completion of the separation, our stockholder intends to change our name and convert us into a Dutch public company with limited liability. After the separation, the main U.S. subsidiary of DutchCo will be CoffeeCo. CoffeeCo will declare a special cash dividend of $3.00 per share to each holder of record of CoffeeCo common stock immediately following the distribution, to be paid after the distribution and prior to the merger. Upon consummation of the merger of CoffeeCo with a wholly owned subsidiary of DutchCo, Computershare Shareowner Services, which we refer to as Computershare or the exchange agent, will distribute the ordinary shares of DutchCo on a pro rata basis to the holders of Sara Lee common stock, who are also the beneficial owners of CoffeeCo common stock following the distribution. Each holder of Sara Lee common stock will receive one ordinary share of DutchCo in respect of each share of Sara Lee common stock held at the close of business on June 14, 2012, the record date for the distribution. The DutchCo ordinary shares will be issued in book-entry form. The exchange agent will not distribute any fractional shares of DutchCo. Because we will not be distributing any fractional shares, ABN AMRO Bank N.V., which we refer to as ABN AMRO or the transfer agent, will sell such shares into the open market at prevailing share prices and the exchange agent will distribute the net cash proceeds from the sale pro rata to each holder who would otherwise have been entitled to receive fractional shares of DutchCo. We expect that the distribution and merger will be effective on or about June 28, 2012, which as amended or extended we refer to as the distribution date. Currently, no public market exists for our ordinary shares. We will apply to list our ordinary shares on NYSE Euronext in Amsterdam under the symbol DE and with the ISIN Code NL and the common code Immediately after the distribution and merger are completed, DutchCo will be an independent, publicly traded company. It is expected that the distribution should be tax-free to Sara Lee shareholders for U.S. federal income tax purposes. It is expected that the U.S. holders of CoffeeCo common stock should recognize a taxable gain, but not loss, on the receipt of DutchCo ordinary shares for CoffeeCo common stock in the merger of CoffeeCo with a wholly owned subsidiary of DutchCo. Investing in our ordinary shares involves risks. See Risk Factors beginning on page 19. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The exchange agent expects to deliver the ordinary shares to holders of Sara Lee common stock on or about July 9, 2012 through the book-entry facilities of Euroclear Nederland. The date of this prospectus is June 1, 2012

7 We have not authorized anyone to provide you with any information different from that contained in this prospectus. We do not take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus or other date stated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

8 TABLE OF CONTENTS SUMMARY... 1 RISK FACTORS FORWARD-LOOKING STATEMENTS MARKET, ECONOMIC AND INDUSTRY DATA THE SEPARATION USE OF PROCEEDS DIVIDEND POLICY EXCHANGE RATE INFORMATION CAPITALIZATION AND INDEBTEDNESS AND NET FINANCIAL INDEBTEDNESS UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FINANCIAL TARGETS SELECTED HISTORICAL COMBINED FINANCIAL DATA OPERATING AND FINANCIAL REVIEW INDUSTRY OVERVIEW BUSINESS LEGAL PROCEEDINGS MANAGEMENT AND EMPLOYEES PRINCIPAL SHAREHOLDERS RELATED PARTY TRANSACTIONS DESCRIPTION OF CAPITAL STOCK DESCRIPTION OF CERTAIN INDEBTEDNESS SHARES ELIGIBLE FOR FUTURE SALE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF OWNING OR DISPOSING OF DUTCHCO ORDINARY SHARES MATERIAL DUTCH TAX CONSEQUENCES OF OWNING OR DISPOSING OF DUTCHCO ORDINARY SHARES COSTS OF THE SEPARATION ENFORCEABILITY OF CIVIL LIABILITIES LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 i

9 SUMMARY This summary highlights selected information about us and the ordinary shares and should be read as an introduction to the more detailed information appearing elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in the ordinary shares. You should read the entire prospectus carefully for a more complete understanding of our business and this offering, including Risk Factors, Operating and Financial Review and our audited combined financial statements and related notes contained herein. Our fiscal year has historically been the 52- or 53-week period ending on the Saturday closest to June 30. Fiscal year 2011 ended on July 2, 2011, fiscal year 2010 ended on July 3, 2010 and fiscal year 2009 ended on June 27, Fiscal year 2012 runs until June 30, After fiscal year 2012, we expect that our fiscal year will coincide with the calendar year through a change of the fiscal year end to December 31, with the first such fiscal year ending on December 31, Unless the context otherwise requires, all references herein to we, our, us, and the company refer to Sara Lee s international coffee and tea businesses, prior to the separation and to D.E MASTER BLENDERS 1753 N.V. upon and after the conversion and following the separation. All references herein to the distribution refer to the distribution to the shareholders of Sara Lee of all of the shares of common stock of CoffeeCo. All references herein to the merger refer to the merger of a wholly owned subsidiary of DutchCo with and into CoffeeCo pursuant to which each outstanding share of CoffeeCo common stock will be exchanged for one ordinary share of DutchCo and CoffeeCo will become a subsidiary of DutchCo. All references herein to the spinoff or separation refer to the merger, distribution and other transactions contemplated thereby, collectively. Overview We are a leading, focused pure-play coffee and tea company that offers an extensive range of high-quality, innovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. According to Euromonitor, the global coffee and tea industry had aggregate revenues of approximately 78.3 billion in calendar year We are one of the largest companies (based on revenues) operating purely in the coffee and tea industry. Our business is currently organized into three operating segments, Retail Western Europe, Retail Rest of World and Out of Home. The following table sets forth our total sales and the approximate percentage of our sales attributable to each of our operating segments for fiscal years 2011, 2010 and 2009: Total Sales billion 2.3 billion 2.2 billion Retail Western Europe... 43% 45% 46% Retail Rest of World... 25% 25% 23% Out of Home... 24% 27% 27% Within our Retail Western Europe and our Retail Rest of World segments, our principal products are roast and ground multiserve coffee, which we refer to as multi-serve, roast and ground single-serve coffee pads and capsules, which we refer to as singleserve, instant coffee and tea. We sell these products predominantly to supermarkets, hypermarkets and through international buying groups. In our Out of Home segment, we offer a full range of hot beverage products but focus on our liquid roast products and related coffee machines. Our products and the related machines in the Out of Home segment are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer. Our History The roots of our company go back to 1753 in Joure, the Netherlands, when the Douwe Egberts brand was founded as a grocery business and grew to specialize in coffee and tea. In 1948, Douwe Egberts expanded its business and began exporting its products to other European countries. Sara Lee acquired the Douwe Egberts business through a series of investments beginning in As part of Sara Lee, the company expanded its geographic reach and increased its focus on innovation. In 1998, the company entered the Brazilian coffee market through a series of acquisitions, most recently Café Moka in 2008 and Café Damasco in We started to aggressively grow the Cafitesse proprietary liquid coffee systems for the foodservice industry in the 1990s and introduced the Senseo single-serve coffee system in partnership with Koninklijke Philips Electronics, which we refer to as Philips, in In 2010, the company launched the L OR EspressO capsules compatible with the Nespresso single-serve system. Our Brands We have a portfolio of leading coffee and tea brands that address the needs of both our retail and out of home customers in our markets. According to AC Nielsen, as of December 31, 2011, we held the top market position in the Netherlands, Brazil, Belgium and Denmark, the number two position in France and Australia and the number three position in Spain, based on the total retail coffee market, including multi-serve, single-serve and instant. In fiscal 2011, approximately 72% of our total sales were derived from markets where we held the number one or two market position. Each of our brands has a particular consumer or regional positioning that distinguishes it from its competitors and guides advertising and new product development. 1

10 Our Coffee Brands Our Tea Brands Douwe Egberts is our largest and most established brand in the multi-serve category. With more than 250 years of experience in the coffee and tea industry, Douwe Egberts is the best-selling coffee brand in the Netherlands and Belgium and also has solid market positions in the United Kingdom and Hungary. In addition to Douwe Egberts, our multi-serve coffee is sold under the following brands: L OR and Maison du Café in France, Marcilla in Spain, Merrild in Denmark, Harris in Australia, Kanis & Gunnink in the Netherlands, Jacqmotte in Belgium, Prima in Poland and Pilão, Caboclo, Damasco and Moka in Brazil. Our single-serve coffee is sold under the brand name Senseo, which is generally co-branded, such as Douwe Egberts Senseo and L OR Senseo, in the Netherlands, Belgium, France, Germany, Spain and select other countries. In April 2010, we launched the L OR EspressO capsules brand in France, and L OR EspressO has subsequently been successfully launched in the Netherlands and Belgium. In May 2011, we successfully launched our capsules brand in Spain as L arôme EspressO. Our instant coffee is primarily sold under the Moccona brand in Australia and Thailand, under the Douwe Egberts brand in the United Kingdom and under local brands in certain of our markets. Our tea is sold under the brand names Pickwick in the Netherlands, Belgium, the Czech Republic, Hungary and Denmark and Hornimans in Spain. Our Out of Home segment primarily operates under the Cafitesse umbrella brand, which is principally cobranded Douwe Egberts Cafitesse, for our liquid roast coffee products and machines and under our Piazza D Oro brand for premium espresso products and machines. Our Competitive Strengths Pure-Play Coffee and Tea Company. We are one of the largest companies (based on revenues) operating purely in the coffee and tea industry. We believe that our focus on the coffee and tea business enables us to introduce innovative new products and concepts tailored to the preferences of our consumers and customers. We believe that our scale and diversity of operations in key markets provides us with greater marketing resources, production efficiencies and purchasing expertise, broader research and development capabilities and deeper consumer knowledge and understanding than our smaller regional and local competitors. Further, we expect that our streamlined organization will optimize time-to-market of new product innovations. 2

11 Strong Brands with Leading Market Positions. Our brands have a strong heritage in the coffee and tea industry, and we possess a portfolio of well-known and trusted brands with leading positions in key markets. According to AC Nielsen, our coffee brands occupy the number one retail market position in the Netherlands, Brazil, Belgium, Hungary and Denmark, the number two position in France and Australia and the number three position in Spain, based on total retail coffee market revenues, including multi-serve, single-serve and instant. Our Douwe Egberts brand is the number one coffee brand in the Netherlands and Belgium. Pilão enjoys the number one position in Brazil and Merrild is the leading coffee brand in Denmark. The Senseo brand of single-serve coffee pads and our L OR EspressO and L arôme EspressO single-serve capsules are recognized by consumers for quality, and we continue to expand our single-serve offerings into new markets. In the tea category, Pickwick is a well-known brand in the Netherlands, the Czech Republic, Hungary and Denmark and Hornimans currently enjoys a strong market position in Spain. Further, in our Out of Home segment, we believe based on our internal estimates and analysis that we hold the number one or two market position in six countries. The strength of our brands in these markets allows us to test and introduce new products quickly, further improving our ability to adapt to industry trends and changing consumer preferences. Knowledge and Innovation. Our business model is centered around our deep consumer knowledge and understanding, our technology and our strong innovation capabilities. Based on the unique consumer and customer insights we have gained over numerous decades, we have a deep understanding of the coffee and tea category and the preferences of its consumers and customers. This, coupled with our strong research and development capabilities, has positioned us well to launch new products and concepts that reflect the preferences of our consumers and customers. In 2001, for instance, we introduced the Senseo single-serve coffee system in partnership with Philips. Our launch in April 2010 of L OR EspressO capsules compatible with the Nespresso single-serve system marked our entry into the single-serve espresso category. We intend to increase our presence with further innovations in this category in the coming years. In the Out of Home segment, we have built superior knowledge, expertise and capabilities in the liquid roast category, creating an easy-to-use premium coffee experience with our Cafitesse liquid roast products and systems. Strong Management Team. Our company has a centuries-long rich tradition in the coffee and tea industry and over the course of our long history, our organization has developed superior coffee expertise. We believe this gives us a competitive advantage throughout the entire coffee value chain, and in particular, in coffee blending, coffee and tea sourcing and developing technological innovations that will enhance the coffee experience for our consumers. In connection with our separation from Sara Lee, we have hired new management with experience outside the coffee and tea industry who have extensive experience expanding businesses in existing consumer markets and into new consumer markets. These individuals also bring a strong track record of managerial and marketing capabilities to the company. We believe that the combination of our coffee and tea industry experience and employee expertise with our growth driven management will be a powerful combination for the company. Key Business Strategies Our aspiration is to be a leading, international coffee and tea company by enhancing the coffee and tea experience of our consumers through innovative products, concepts and systems that are based on our in-depth consumer knowledge and technology expertise, with a focus on the premium coffee and tea sectors. We intend to leverage our category and consumer expertise and knowledge across borders while tailoring our high-quality product offering to local preferences. Enhance our Marketing Efforts. Our marketing strategy is to create added value by translating customer and consumer insights into effective innovations and brand visions. We are implementing a new innovation strategy designed to address consumer needs identified through preference mapping and other research. We intend to combine these insights with our rich heritage and expertise in the coffee and tea industry to create memorable coffee and tea experiences for our consumers and to strengthen our relationships with our customers. We plan to use the strength and consumer awareness of our key brands to allow us to introduce our innovations into the market quickly. Our Out of Home segment plays an important role in building brand presence. To date, this has been an important but secondary role of the segment. Going forward, we expect that our Out of Home segment will play an increasing role in brand building by targeting select customers with broad consumer visibility, for example at cafés, gas stations and airports. We also plan to increase our focus on digital and new media, which we believe will allow us to interact more effectively with our consumers in each of our markets. For example, the launch of the L OR EspressO product line involved a mix of traditional print and television advertising campaigns, as well as digital media advertising, and our L OR EspressO sales increased in the fiscal quarter in which these campaigns launched. We also seek to increase brand and product awareness by placing our products in as many customer channels as possible. Additionally, we currently have a successful loyalty building program in the Netherlands, which we are in the process of modernizing. We plan to build on that success to continue to improve our connection with our consumers in all of our markets. 3

12 Revitalize Product Lines to Enhance the Coffee and Tea Experience. We intend to renew our product line in 24 months, with the majority of such innovations expected to come to market in the second half of fiscal 2013, as described below: Re-Invent Multi-Serve. We see multi-serve as an opportunity to refresh a category that has been stable for a long period of time. We intend to engage new and existing consumers with a differentiated product line presented in a contemporary fashion. We expect that this will include a broader product range, new premium offerings and new packaging concepts that address diverse consumer preferences. Revitalize Senseo. Philips and Sara Lee were pioneers in expanding the single serve category. With over 33 million Senseo machines sold as of February 1, 2012, the market position of our Senseo coffee pads provides us with a solid foundation in this category. Our retail sales of Senseo products increased by 11% between fiscal 2008 and fiscal 2011, and we had 400 million in sales of Senseo products in fiscal 2011, with approximately 95% of such sales from the Netherlands, Belgium, France and Germany. Going forward, we intend to pursue geographic expansion and machine and coffee pad innovations and we intend to address a broader range of consumer segments, with more varied and contemporary product offerings. To this end, we recently entered into a partnership agreement and a trademark transfer agreement with Philips to strengthen our relationship with Philips and acquire the full rights to the Senseo trademark. In the future, we intend to use Senseo as our new master brand for any future high-tech product offerings and we expect to launch a new Senseo machine annually. Differentiate Capsules. Our L OR EspressO and L arôme EspressO capsules have experienced significant success and sales growth since the launch of L OR EspressO in France in April 2010, with revenues from such sales exceeding 50 million in the first six months of our fiscal We intend to expand our capsule sales by establishing more differentiated brand positionings and extending our range to better address varied consumer preferences. Build on Leading Position in Out of Home and Focus on Synergies with Retail. Through our proprietary liquid roast coffee technology and our Cafitesse brand, we lead the liquid roast category for out of home consumption (based on internal estimates and analysis). We intend to expand our liquid roast coffee business and, to further this goal, we are developing new, premium liquid roast products. We also intend to broaden our business base to include many of the more visible customer segments where roast and ground and espresso products are key to success. To this end, we recently acquired CoffeeCompany, a dynamic café operator targeting young urban consumers in Holland. Our intent is to gain inspiration and consumer connection experiences with the goal of expanding the visibility of, and becoming more effective in showcasing, our retail brands. We also intend to use the cafés as a test market to test new products and concepts before a full-scale launch. However, we do not intend to become a global café operator. Expand our Presence in Instants into Existing Markets. We have a strong market position in premium freeze-dried instant coffee in Australia with the Moccona brand and have been gaining instant coffee market share in the United Kingdom with the Douwe Egberts brand. We plan to build on our instant coffee expertise through further innovations and increased marketing in countries where we already have strong multi-serve footholds. Reinvigorate Tea. We believe that we have a strong platform from which to expand in the tea category with our Pickwick brand, which is well-known in the Netherlands, Hungary, Denmark and the Czech Republic, our Hornimans brand, which is a leader in Spain, and our recently acquired Tea Forte brand, a premium tea brand principally sold in the United States and Canada. We intend to expand our presence in the tea market through innovative new concepts and a sustained marketing effort designed to create more premium positionings for our tea activities. Expand Geographically. As a part of Sara Lee, we historically derived a large percentage of our sales and profits from Western Europe. As an independent company, we intend to pursue growth in our Western European markets, including the Netherlands, France, Spain, Belgium and Denmark, through effective marketing, innovation and increased penetration of our products in these markets. We also intend to pursue growth in the emerging markets in which we currently operate, including Brazil, Eastern Europe and Thailand, and expansion into new markets through extensions of our own product innovations and through selective acquisitions, where appropriate and with a high level of discipline. Additionally, we believe that our Senseo single-serve coffee system and our L OR EspressO capsules, already well-known in their existing markets, can contribute to our expansion into new markets. We are in the process of developing new products for both Senseo and L OR EspressO to further increase consumer interest and bring our products into more households in both our existing and new markets. 4