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TORONTO — Cott Corporation (TSE:BCB.) (ME:BCB.) today announced that Thomas H. Lee Company, a leading private equity firm, has agreed to make a significant minority investment in the Company. Cott is the world's leading supplier of premium retailer branded beverages, with operations primarily in North America and the United Kingdom.

Under the terms of the investment, Thomas H. Lee Company will invest a total of US$110 million (CND$160 million) in securities of Cott in transactions with the Company and with the Pencer family.

For an investment of US$70 million, Thomas H. Lee Company will purchase from the Pencer family 10 million Cott common shares as well as an option to buy five million additional Cott common shares for four years at an exercise price of US$9.00.

Thomas H. Lee Company will purchase US$40 million of convertible preferred shares from the Company. Initially, these shares will be convertible into Cott common shares at US$7.75 and carry a dividend equal to one-half of the common share dividend, if any (on an as converted basis). The initial conversion price will be reduced by approximately 5 percent per year during the first four years, after which a "payment-in-kind" dividend will be paid at 5 percent per year. The preferred shares are entitled to voting rights together with the common shareholders on an as converted basis and Lee (3 nominees) and the Pencer family (1 nominee) will be entitled to four nominees on an eleven member Board of Directors. Lee and the Company have entered into a five year standstill agreement which provides that Lee will not purchase additional shares, seek additional board representation or solicit proxies without the approval of the Board of Directors. The Company intends to use the net proceeds of the preferred shares to repurchase its common shares in normal course purchases.

Assuming conversion of preferred shares and exercise of the family option, Thomas H. Lee Company will own approximately 30 percent of the common shares of Cott.

The transaction is subject to normal conditions, including regulatory approval and the execution of definitive documentation.

Hunter Boll, a Managing Director of Thomas H. Lee Company, said: "We are excited to have the opportunity to invest in the leader in the premium retailer brand beverage market. Cott has recently made large capital expenditures in manufacturing and distribution in its North American operations. Under the leadership of Frank Weise and the rest of the Cott management team, we believe that this company is well positioned for significant growth in sales and profitability".

Cott's newly appointed President and CEO, Frank Weise, states: "I am delighted that Cott has forged this partnership with the Thomas H. Lee Company. I have no doubt that they will be a value-added shareowner and am looking forward to working closely with them."

Thomas H. Lee Company is a Boston-based private equity firm focused on identifying and acquiring substantial stakes in growth companies. Founded in 1974, the firm currently manages approximately $8 billion of committed capital. Notable recent transactions include Fisher Scientific, Rayovac, HomeSide Lending, The Learning Company, Safelite Glass and PriCellular.

CONTACT: Thomas H. Lee Company Gregory Miller, 914/ 834-1868 or Cott Corporation Fraser D. Latta, 416/ 203-3898 08:02 EDT JUNE 12, 1998

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