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«IN RE MOLSON COORS BREWING ) CIVIL ACTION NO. 05-294-KAJ COMPANY SECURITIES LITIGATION ) CONSOLIDATE D CONSOLIDATED AMENDE D CLASS ACTION COMPLAINT ...»

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UNITED STATES DISTRICT COURT

DISTRICT OF DELAWARE

IN RE MOLSON COORS BREWING ) CIVIL ACTION NO. 05-294-KAJ

COMPANY SECURITIES LITIGATION ) CONSOLIDATE D

CONSOLIDATED AMENDE D CLASS ACTION COMPLAINT FOR VIOLATION O F

THE FEDERAL SECURITIES LAW S

Plaintiffs, by their counsel, make the following allegations upon information and belief based upon all of the facts set forth below, which were obtained through an extensive investigation made by and through their attorneys. Lead Counsel's investigation has included, among other things, a review of. (i) the public filings of Molson Coors Brewing Company ("Molson Coors" or the "Company"), the Adolph Coors Company ("Coors"), and Molson, Inc.

("Molson") with the United States Securities and Exchange Commission (the "SEC") ; (ii) press releases and other public statements issued by defendants ; (iii) published reports and news articles regarding Molson Coors, Coors and Molson ; and (iv) confidential communications with former Coors employees and independent consultants. Plaintiffs believe that substantial evidentiary support will exist for the allegations set forth below after a reasonable opportunity for discovery.

NATURE OF THE COMPLAIN T

1. This is a securities class action on behalf of all persons, other than defendants and certain other related parties, who are (i) former shareholders of Molson who received shares of Molson Coors (NYSE : TAP) as a result of the February 9, 2005 merger of Molson by and into Coors (the "Merger") ; (ii) open market purchasers of the common stock of Coors from July 22, 2004 through February 9, 2005, inclusive ; and (iii) open market purchasers of the common stock of Molson Coors, from the completion of the Merger through April 27, 2005, inclusive, who purchased securities of Coors and/or Molson Coors at artificially inflated prices and were damaged when the revelation of the true facts regarding Coors and Molson Coors caused a decline in Molson Coors' stock price. Plaintiffs seek remedies under Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the regulations promulgated thereunder by the SEC, including Rule 1 Ob-5. The term "Class Period" refers to the period from July 22, 2004 through April 27, 2005.

2. Plaintiffs allege, inter alia, that during the Class Period, defendants issued materially false and misleading statements of fact to the market in press releases and SEC filings, which caused the price of Coors and therefore Molson Coors stock to be artificially inflated, and caused economic loss to Class members when revelations of the true facts caused a decline in th e value of their investments. Defend ants also knowingly or recklessly m anipulated their 2005 financial statements in violation of Generally Accepted Accounting Procedures ("GAAP") by failing to properly account for loss contingencies regarding executive sever ance payments and the significant losses form Molson Coors' Brazili an operations.

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3. On or about February 9, 2005, Coors and Molson consummated the Merger to form Molson Coors, a corporation registered and organized under the laws of the state of Delaware. The Merger was structured as a stock-for-stock "merger-of-equals" requiring approval by both Coors and Molson shareholders.

4. Prior to the Merger, Molson had repeatedly disclosed and consistently reporte d that it was operating below plan and would not be able to achieve the growth in earnings previously anticipated. To obtain shareholder approval, defendants consistently stated that Coors was performing well, and that Molson's below-plan performance was expected and would not have an adverse impact on Molson Coors. Thus, investors were led to believe that the purporte d

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goals, despite Molson's pre-Merger performance. Defendants, however, knew or recklessly disregarded that Coors could not compensate for Molson's weak financial performance, because Coors was experiencing a significant reduction in sales and increase in costs that were causing Coors to also operate below plan.

5. In addition, defendants consistently represented that the Merger would creat e specific cost saving synergies, and would result in a substantially stronger company with greater profitability and increased earnings. Defendants valued these expected synergies at $50 million in the first year, $90 million in the second year and $175 million in the third year, with even greater increases beyond. Defendants, however, knew or recklessly disregarded that it would be virtually impossible for Molson Coors to achieve these synergies because, among other reasons, Coors' rapidly increasing distribution costs would adversely effect the potential for cost saving synergies, Molson and Coors were already distributing each other's products thereby reducing the potential for cost saving synergies, the Merger would result in significant post-Merger expenses due to the expected exodus of Coors senior executives who would be paid millions in benefits, and Molson Coors would inherit Molson's Brazilian operations, which were an unmitigated failure that eventually necessitated a $500 million post-Merger charge and a sale of Molson's Brazilian interests at a fraction of their cost.





6. Defendants also made false and misleading statements regarding the extent o f Molson's problems in Brazil and thus the potential effect on Molson Coors. Prior to the Merger, Molson was experiencing losses stemming from its 2002 acquisition of an 80% interest in Cervejarias Kaiser Brazil, S.A. ("Kaiser"), the second largest brewer in Brazil. Molson had paid approximately $765 million for a 100% interest in Kaiser and transferred 20% of this interest to Heineken N.V. ("Heineken") for $218.3 million about one month later. This Brazilian venture was such an unmitigated failure, that Heineken eventually took an impairment charge for it s entire interest, and, on January 16, 2005, Molson Coors agreed to sell all but 15% of its interest for only $68 million. During the Class Period, defendants made false and misleading statement s regarding the Brazilian operations that Molson Coors would inherit, including that Molson' s 2004 losses were merely "a function of the current period costs." Defendants also failed t o disclose that Molson Coors would inherit from Molson, as a result of the Kaiser acquisition, $500 million in Brazilian tax liabilities.

7. The severity of defendants' illegal conduct is clearly demonstrated by the reactio n of the market and by the reaction of analysts and investors during the perpetration of defendants ' fraud. Initial reactions to the proposed Merger were largely negative. Several analysts suggested, inter alia, that the Merger was a "marriage of convenience" designed to benefit the Molson and Coors families and prevent a hostile takeover of either company, that both Coors and Molson were struggling in their home markets, and that few, if any, additional synergies would be generated because Coors and Molson already operated joint ventures in the U.S. and Canada.

Several large institutional investors also publicly expressed concerns regarding the Merger.

8. In response to this early opposition, defendants agreed, inter alia, to pay Molso n shareholders a special dividend of C$5.44 per share for each share of Molson stock exch anged i n the Merger. The effect of this special dividend was to increase Molson Coors' debt by approximately 20%.

9. As a result of the special dividend to incentivize Molson shareholders to suppor t the Merger, the false and/or misleading statements regarding Coors' profitability, the projected synergies between the two companies, and Molson's Brazilian operations, analysts that wer e

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value for Molson Coors approaching $98 per share. Molson and Coors shareholders voted to approve the Merger on January 28, 2005 and February 1, 2005, respectively.

10. On April 28, 2005, defendants released Molson Coors' first quarterly results, and investors learned the truth about the impaired financial and operational condition of Coors an d the subsequent problems facing Molson Coors. Specifically, Molson Coors reported a net los s caused by a lack of volume growth in all four of Molson Coors' major markets. In addition, as evidence that Coors was not the white knight it had made itself out to be, pro forma U.S. volume year-over-year had declined significantly for Coors products standing alone. On the day the results were announced, Daniel O'Neil, former Molson CEO who had accepted a position as Chair of the Office of Synergies and Integration at Molson Coors, announced his resignation with a $4.8 million severance package.

11. After the true fin ancial condition of Molson Coors was revealed on April 28, 2005, the value of Molson Coors dropped precipitously, from a closing price of $77.30 on April 28, 2005, to a closing price of $63.00 on April 29, 2005.

12. As a result of the fraudulent scheme alleged herein, the price of Coors an d Molson Coors' securities were artificially inflated during the Class Period and members of th e Class were damaged when the true facts were revealed causing a decline in the value of thei r investments. The true purpose and effect of the Merger, and of defendants' fraudulent conduct, was to protect two struggling companies against potential hostile takeover action, and in th e process allow members of the Coors and Molson families to retain control of Molson Coors.

Following the Merger, former Coors Chairman Peter H. Coors and former Molson Chairman

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were able to nominate 10 of Molson Coors' 15 board members.

13. Defendants knowingly or recklessly participated directly in the fraudulent acts and misconduct for which damages are sought against them. Defendants knew or recklessly disregarded that their public statements, inter alia, materially overstated the financial condition o f Coors, materially overstated the projected synergies between Coors and Molson, and materially understated the problems with Molson Coors' Brazili an operations. Defendants also knowingly or recklessly man ipulated their 2005 financial statements in violation of GAAP by failing to properly account for loss contingencies regarding executive sever ance payments and the significant losses form Molson Coors ' Brazili an operations. All defendants culpably pa rticipated in the commission of the wrongs alleged herein.

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14. Jurisdiction is conferred by § 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331. The claims asserted herein arise under and pursuant to Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by the SEC (17 C.F.R. § 240.1 Ob-5), and Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a)) and Rule lOb-5 promulgated thereunder by the SEC (17 C.F.R. § 240.1 Ob-5).

15. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §§ 1331 and 1337, and Section 27 of the Exchange Act (15 U.S.C. § 78aa). This Court also has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §§ 1331 and 1337, and Section 27 of the Exchange Act (15 U.S.C. § 78aa).

16. Venue is proper in this District pursuant to § 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1391(b), § 1337. In addition, venue is also proper in this District becaus e

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District.

17. In connection with the acts alleged in this Complaint, defendants also, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications and interstate transportation facilities.

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18. Meltzer Investment GmbH and Drywall Acoustic Lathing and Insulation Local 675 Pension Fund, collectively appointed to serve as Lead Plaintiff, as set forth in the certification accompanying the motion for appointment as Lead Plaintiff in this action, which is incorporated herein by reference, received shares of Molson Coors in or traceable to the Merger, and have been damaged by the artificial inflation and subsequent decline in the value of Molson Coors' stock following defendants' disclosures as set forth herein.

19. Defendant Molson Coors is a corporation organized under the laws of the state of Delaware, with its principal place of business located in the United States at 1225 Seventeent h Street, Denver, Colorado (formerly 311 Tenth Street, Golden, Colorado), and with its Canadian executive offices located at 1555 Notre Dame Street East, Montreal, Quebec, Canada. Molson Coors, formerly Coors, is a holding company engaged in the manufacturing, marketing and selling of malt beverage products through its principal subsidiaries, Coors Brewing Company, operating in the United States, and Coors Brewers Limited, operating in the United Kingdom. On February 9, 2005, as a result of the Merger, Coors became the parent of the merged Company, and changed the name of the merged company to Molson Coors Brewing Company. Prior to the Merger, Molson sold its beer in Canada, Brazil and the United States. At the time of the Merger, Molson had five breweries in Canada and eight breweries in Brazil, and distributed over 75 owned or licensed brands of beer and alcohol products. Following the Merger, Molson Coors '

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Alcoholic, Extra Gold, Zima XXX, Aspen Edge, George Killian's Irish Red Lager, Keystone, Keystone Light, Keystone Ice, Blue Moon Belgian White Ale, Mexicali, Molson Canadian, Molson Export, Molson Dry, Kaiser and Bravaria.

20. Defendant Peter H. Coors ("P. Coors") was, at the time of the Merger, Chairma n of the board of directors of Coors. Accordingly, P. Coors was instrumental in negotiating the Merger, and/or in the preparation, publication, ratification and/or filing of the public statements and SEC filings regarding Coors and the Merger at all relevant times. Following the Merger, P.



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