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Molson Coors Brewing Co – ‘PREM14A’ on 9/17/04

On:  Friday, 9/17/04, at 5:11pm ET   ·   Accession #:  1047469-4-29079   ·   File #:  1-14829

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/17/04  Molson Coors Brewing Co           PREM14A                1:5.6M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML   5.17M 
                          or Acquisition                                         

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Table of Contents
TABLE OF CONTENTS 2
Annex Q
Annex R

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

    •    , 2004

Dear Molson shareholders and optionholders and Coors stockholders:

        Enclosed are proxy materials with important facts about the proposed merger of equals of Molson Inc. and Adolph Coors Company and why we believe the merger is the right decision for both companies. Since the completion of the merger transaction requires approval of both Molson shareholders and optionholders and Coors stockholders, YOUR VOTE IS IMPORTANT. We urge you to read the enclosed materials carefully and to promptly vote by following the instructions shown on the appropriate enclosed proxy card.

        As previously announced, both companies' boards of directors unanimously approved the merger agreement between Molson and Coors. Each board of directors concluded that this combination offers significant achievable benefits to our shareholders and builds on the solid existing business relationship between Molson and Coors. Each board recommends that you vote FOR the merger transaction.

        The merger will create one of the world's largest brewers, Molson Coors Brewing Company, with the operational scale and financial strength necessary to compete more effectively in today's consolidating market. Together, we would be the world's fifth largest brewing company by volume, with combined beer sales of 60 million hectoliters, or 51 million barrels, and a strong foundation of established brands in four of the world's top ten beer markets.

        We estimate the combined company will realize U.S.$175 million in annual cost savings, primarily resulting from procurement and network optimization. Fully half of these synergies are expected to be captured within the first 18 months following completion of the merger transaction. As a result, the combination is expected to be accretive to earnings in the first full fiscal year after completion of the merger transaction.

        We will build an enhanced growth platform, balance sheet and cash flow to fund future investment. The combined company will be able to make targeted investments in support of key brands and key markets, renewed investments in product innovations and disciplined capital improvements to drive productivity growth.

        Both Molson and Coors have long-standing heritages in the brewing industry, but more is needed in today's increasingly global and highly dynamic brewing market. Together we can build a stronger, more adaptable company with the necessary scope, scale and financial strength to meet the challenges of a fast-changing industry.

        We urge you to vote FOR the merger by promptly submitting your proxy—by signing, dating and returning the appropriate enclosed proxy card in the postage-paid envelope provided, or voting by telephone or via the Internet as described in the easy instructions included on your proxy card. Returning the proxy does not deprive you of your right to attend the special meeting and to vote your shares in person. Thank you for your consideration of this matter and your continued support.

Sincerely,
Daniel J. O'Neill President and Chief Executive Officer Molson Inc.		W. Leo Kiely III President and Chief Executive Officer Adolph Coors Company

If you are a Molson securityholder with questions about the merger transaction
or about how to submit your vote, please call Innisfree M&A Incorporated toll-free at:
    •    (English speakers)
    •    (French speakers)
(Banks and brokers may call collect at    •    ).
If you are a Coors stockholder with questions about the merger transaction
or about how to submit your vote, please call Georgeson Shareholder Communications Inc. toll-free at:
    •    .

MOLSON INC.
1555 NOTRE DAME STREET EAST
4^th FLOOR
MONTRÉAL, QUÉBEC, CANADA, H2L 2R5
( • )

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS OF MOLSON INC.
TO BE HELD ON    •    , 2004

        A special meeting of the holders of Class A non-voting shares and Class B common shares of Molson Inc. ("Molson") and of the holders of options to purchase Class A non-voting shares of Molson will be held at    •    , on     •    , 2004 at    •    (Montréal time) for the following purposes:

        1.     To consider, pursuant to an interim order of the Superior Court, District of Montréal, Province of Québec dated     •    , 2004, and, if deemed advisable, to pass, with or without variation, a special resolution to approve an arrangement under Section 192 of the Canada Business Corporations Act to effect the combination of Molson and Adolph Coors Company ("Coors").

        2.     To transact other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

        The arrangement is described in the attached document, which serves as (i) a management information circular in connection with Molson management's solicitation of proxies, and (ii) a proxy statement in connection with Coors' solicitation of proxies for the amendment of Coors' certificate of incorporation and the issuance of shares of common stock in connection with the arrangement. The full text of the Molson arrangement resolution is set forth as Annex A to the attached document. Molson's notice of application for the interim order and for a final order approving the arrangement and the full text of the interim order are set forth as Annex C to the attached document.

        In accordance with the interim order referred to above, registered holders of Class A non-voting shares or Class B common shares of Molson may dissent from the arrangement. If the arrangement becomes effective, dissenting Molson shareholders will be entitled to be paid the fair value of their shares. Failure to comply strictly with the applicable dissent procedures may result in the loss or unavailability of any right to dissent.

        The record date for receiving notice of, and voting securities at, the Molson special meeting is    •    , 2004. If you were a registered shareholder or optionholder of Molson at the close of business on the record date, you are entitled to vote at the special meeting. If you are a non-registered holder of Molson shares, please read the instructions from your broker or other intermediary regarding how to vote your Molson shares.

        Your vote is important. Whether or not you plan to attend the special meeting in person, you are urged to complete, sign, date and return the appropriate enclosed form of proxy to Molson or vote by telephone or via the Internet as indicated in your proxy form.

		By Order of the Board of Directors
		Eric H. Molson Chairman of the Board     •    , 2004

ADOLPH COORS COMPANY
311 10^th Street
Golden, Colorado 80401
( • )

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON    •    , 2004

To our stockholders:

        You are cordially invited to attend a special meeting of stockholders of Adolph Coors Company ("Coors"), which will be held at    •    (local time), on     •    , 2004 at Coors Brewing Company in the Sixth Floor Auditorium in the Brewery Complex, 12^th and Ford Streets, Golden, Colorado 80401 for the following purposes:

        1.     To consider and vote on a proposal to adopt a restated certificate of incorporation of Coors in the form attached as Annex G to the enclosed document.

        2.     To consider and vote on a proposal to approve the issuance of shares of Molson Coors Class A common stock, Class B common stock, special Class A voting stock and special Class B voting stock (and any shares convertible into or exchangeable for shares of that stock) as contemplated by the combination agreement, dated as of July 21, 2004, by and among Coors, Molson Coors Canada Inc. and Molson Inc., which agreement is attached as Annex B to the attached document, and the plan of arrangement referred to in that agreement, a form of which is attached as Annex D to the attached document.

        3.     To transact other business that may properly come before the special meeting and any adjournment or postponement of the special meeting.

        The amendment of the certificate of incorporation and the share issuance are described in the attached document, which serves as (i) a proxy statement under applicable U.S. securities laws in connection with Coors' solicitation of proxies, and (ii) a management information circular for Molson in connection with the combination of Molson and Coors.

        The record date for receiving notice of, and voting shares at, the Coors special meeting is    •    , 2004. At the special meeting or any adjournment or postponement of the special meeting, holders of record of shares of Class A common stock and Class B common stock of Coors at the close of business on the record date are entitled to vote, as separate classes, with respect to Proposal No. 1 and holders of record of shares of Class A common stock of Coors at the close of business on the record date are entitled to vote with respect to Proposal No. 2.

        Neither of the above proposals will be implemented unless both are approved and the merger transaction is completed.

        Your vote is important. Whether or not you plan to attend the special meeting, you are urged to complete, date, sign and return the enclosed proxy in the accompanying envelope or submit your proxy by telephone or via the Internet in accordance with the instructions included with the proxy card. If your shares are held by a broker or other intermediary, please read the instructions from your broker or other intermediary regarding how to vote your Coors shares.

		By Order of the Board of Directors
		Peter H. Coors Chairman
Golden, Colorado     •    , 2004

JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR

    •    , 2004

        This document is being furnished to shareholders and optionholders of Molson Inc., a corporation incorporated under the laws of Canada, in connection with the solicitation of proxies by management of Molson for use at the special meeting of the Molson securityholders, to be held at    •    , on     •    , 2004 at    •    (Montréal time), and any adjournment or postponement of the special meeting.

        This document is also being furnished to holders of common stock of Adolph Coors Company, a Delaware corporation, in connection with the solicitation of proxies by the board of directors of Coors for use at the special meeting of Coors stockholders to be held at Coors Brewing Company in the Sixth Floor Auditorium in the Brewery Complex, 12^th and Ford Streets, Golden, Colorado 80401, on    •    , 2004 at    •    (local time), and any adjournment or postponement of the special meeting.

        Our respective boards of directors unanimously approved a merger-of-equals transaction between Molson and Coors under which, among other things:

•

Adolph Coors Company will change its name to "Molson Coors Brewing Company" and amend its certificate of incorporation and bylaws to implement the proposed merger transaction, including amending the terms of Coors common stock and adding a right for the holders of Molson Coors Class B common stock to elect three directors;



•

each Molson share will, through a series of exchanges, be exchanged for the equivalent of 0.360 of a share of Molson Coors common stock and/or exchangeable shares of Molson Coors Canada Inc., a subsidiary of Molson Coors, as described in the enclosed document; and



•

Coors stockholders will retain their shares, which will remain outstanding as shares of Molson Coors.

        This document and the accompanying form of proxy and letter of transmittal will first be mailed to shareholders and optionholders of Molson and stockholders of Coors on or about     •    , 2004 and is dated    •    , 2004. You should not assume that the information contained in this document is accurate as of any date other than that date, and the mailing of this document to you does not create any implication to the contrary.

        Please see the section entitled "Risk Factors" beginning on page 39 for considerations relevant to approval of the resolution and proposals to be considered at the Molson and Coors special meetings and an investment in the securities referred to in this document.

        The securities to be issued in connection with the merger transaction described in this document have not been approved or disapproved by the U.S. Securities and Exchange Commission or any securities regulatory authority of any state of the United States or province or territory of Canada, nor has the U.S. Securities and Exchange Commission or any securities regulatory authority of any state of the United States or province or territory of Canada passed on the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

        The information concerning Coors contained or incorporated by reference in this document, including the attached annexes, has been provided by Coors, and the information concerning Molson contained or incorporated by reference in this document, including the attached annexes, has been provided by Molson. The information concerning Coors and Molson after the completion of the combination of the two companies and the information used to derive the pro forma financial information has been provided jointly by Coors and Molson.

        You should rely only on the information contained or incorporated by reference in this document to vote your securities at your special meeting. No person is authorized to give any information or to make any representation not contained in this document and, if given or made, that information or representation should not be relied upon as having been authorized. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Table of Contents

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Reporting Currencies and Accounting Principles

        The financial information regarding Molson, including Molson's audited consolidated financial statements, Molson's unaudited consolidated financial statements and the summaries of those consolidated financial statements, contained in this document are reported in Canadian dollars, unless otherwise indicated, and have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), which differs from U.S. generally accepted accounting principles ("U.S. GAAP") in certain significant respects. See Note 24 of the Molson audited consolidated financial statements and Note 11 of the Molson unaudited financial statements set forth in Annex Q to this document for a reconciliation of Molson's shareholders' equity and net earnings to U.S. GAAP.

        The financial information regarding Coors, including Coors' audited financial statements, Coors' unaudited financial statements and the summaries of those financial statements, contained in this document are reported in U.S. dollars and have been prepared in accordance with U.S. GAAP. The unaudited pro forma financial statements of Molson Coors contained in this document are reported in U.S. dollars and have been prepared in accordance with U.S. GAAP. These financial statements have not been prepared in accordance with Canadian GAAP and may not be comparable to financial statements of Canadian issuers.

        In this document, unless otherwise stated, dollar amounts are expressed in either Canadian dollars (Cdn.$) or U.S. dollars (U.S.$).

1

Exchange Rates

        Exchanging Canadian Dollars.    The following table sets forth, for each period indicated, the high and low exchange rates for one Canadian dollar during that period, the average of the exchange rates during that period, and the exchange rate at the end of that period, in each case expressed in U.S. dollars, based upon the noon selling rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

        On July 21, 2004, the last trading day prior to the announcement of the merger transaction, the exchange rate for one Canadian dollar expressed in U.S. dollars, based upon the noon selling rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, was U.S.$0.7616. On     •    , 2004, the exchange rate for one Canadian dollar expressed in U.S. dollars, based upon the noon selling rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, was U.S.$    •    .

        Exchanging U.S. Dollars.    The following table sets forth, for each period indicated, the high and low exchange rates for one U.S. dollar during that period, the average of the exchange rates during that period, and the exchange rate at the end of that period, in each case expressed in Canadian dollars, based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

        On July 21, 2004, the last trading day prior to the announcement of the merger transaction, the exchange rate for one U.S. dollar expressed in Canadian dollars, based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, was Cdn.$1.32. On     •    , 2004, the exchange rate for one U.S. dollar expressed in Canadian dollars, based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, was Cdn.$    •    .

        Recent Exchange Rates.    The following table sets forth, for each period indicated, the high and low exchange rates for one U.S. dollar during that period, expressed in Canadian dollars and for one Canadian dollar during that period, expressed in U.S. dollars, respectively. The rates are based upon

2

the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

3

Questions and Answers About the Merger Transaction and the Special Meetings

        When we use the term "merger transaction" throughout this document, it means the transactions contemplated by the combination agreement and the other documents referred to in the combination agreement. When we refer to "Molson Coors" in this document, we are referring to the combined company following the completion of the merger transaction, which will be named Molson Coors Brewing Company. When we use the term "we" or "us", we are referring to Molson Coors after the merger transaction or, collectively, to Molson and Coors before the merger transaction. "Molson Coors Exchangeco" or "Exchangeco" refers to Molson Coors Canada Inc., a subsidiary of Molson Coors.

GENERAL QUESTIONS AND ANSWERS

Q:

What are Molson and Coors proposing?

A:

Molson and Coors are proposing to combine the two companies in a merger of equals to create Molson Coors Brewing Company. The merger transaction will feature the following steps:

•

Coors, a Delaware corporation, will change its name to "Molson Coors Brewing Company" and amend its certificate of incorporation and bylaws to implement various features of the merger transaction, including changing some of the terms of Coors' common stock and adding a right for the holders of Molson Coors Class B common stock to elect three directors, all as described in this document.



•

All of Molson's shares will, through a series of exchanges, be exchanged for shares of Molson Coors common stock and/or exchangeable shares of Molson Coors Canada Inc., a subsidiary of Molson Coors, as described under "What will I receive in the merger transaction?" below.



•

The Coors stockholders will retain their shares, which will remain outstanding as shares of Molson Coors.

The combination will be carried out in accordance with a combination agreement, dated as of July 21, 2004, by and among Molson, Coors and Molson Coors Exchangeco, and the documents referred to in that agreement.

Q:

How do the Molson and Coors boards of directors recommend that I vote?

A:

Molson's board of directors unanimously recommends that Molson's shareholders and optionholders vote FOR the Molson special resolution to approve the merger transaction, and Coors' board of directors unanimously recommends that Coors stockholders vote FOR Coors' amendment of its certificate of incorporation and its share issuance necessary to implement the merger transaction.

Q:

Why are Molson and Coors proposing to combine?

A:

We believe that the trend toward consolidation in the international brewing industry will continue and that scale and ability to operate internationally will be increasingly essential to compete effectively. The proposed merger transaction builds on the strategic and cultural fit between the two companies and provides us with the added scale, resources and geographic coverage necessary to compete more effectively in this changing competitive environment. It leverages the solid existing business relationship between the two companies.

We believe that the merger transaction will also deliver tangible benefits to our shareholders through substantial synergies, earnings accretion within the first full fiscal year after the merger transaction and increased cash flow. We estimate the annual cost savings resulting from the merger at U.S.$175 million. Fully half of these cost savings are expected to be captured within the first 18 months following completion of the merger transaction. We believe that the enhanced financial strength expected to result from the anticipated cost savings will provide the combined company

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with the opportunity to grow revenue through added investments in marketing and other support for key brands. We also believe that our larger operating scale and enhanced financial strength resulting from the merger transaction will create a platform for our continued value-added participation in the global brewing industry consolidation.

Q:

What will I receive in the merger transaction?

A:

Molson Class A Shareholders. A holder of Molson Class A non-voting shares who is a Canadian resident for Canadian income tax purposes may elect to receive for each of those shares:

•

0.360 of a Class B exchangeable share of Molson Coors Exchangeco (and ancillary rights),



•

through a series of exchanges, 0.360 of a share of Class B common stock of Molson Coors, or



•

a combination of Class B exchangeable shares (and ancillary rights) and, through a series of exchanges, shares of Class B common stock.

A holder of Molson Class A non-voting shares with an address in Canada, as recorded on Molson's share register, who does not make any election will receive Class B exchangeable shares. A holder of Molson Class A non-voting shares with an address outside of Canada, as recorded on Molson's share register, who does not make any election will receive, through a series of exchanges, for each of those shares, 0.360 of a share of Class B common stock of Molson Coors.

Molson Class B Shareholders. A holder of Molson Class B common shares who is a Canadian resident for Canadian income tax purposes may elect to receive for each of those shares:

•

0.126 of a Class A exchangeable share and 0.234 of a Class B exchangeable share of Molson Coors Exchangeco (and ancillary rights),



•

through a series of exchanges, an aggregate of 0.360 of a share of Molson Coors common stock, comprised of 0.126 of a share of Class A common stock and 0.234 of a share of Class B common stock, or



•

a combination of exchangeable shares (and ancillary rights) and, through a series of exchanges, shares of Molson Coors common stock.

A holder of Molson Class B common shares with an address in Canada, as recorded on Molson's share register, who does not make any election will receive exchangeable shares. A holder of Molson Class B common shares with an address outside of Canada, as recorded on Molson's share register, who does not make any election will receive, through a series of exchanges, for each of those shares, an aggregate of 0.360 of a share of Molson Coors common stock comprised of 0.126 of a share of Class A common stock of Molson Coors and 0.234 of a share of Class B common stock of Molson Coors.

Molson shareholders will be paid cash in lieu of any fractional shares. Dissenting shareholders who properly exercise their dissent rights will be entitled to be paid the fair value of their shares.

Molson Optionholders.    Options to purchase Class A non-voting shares of Molson will be exchanged for options to purchase shares of Molson Coors Class B common stock. The number of shares issuable upon the exercise of these options, and their applicable exercise prices, will be adjusted to take into account the 0.360 exchange ratio applicable to the merger transaction.

Coors Stockholders.    Holders of shares of Class A common stock and Class B common stock of Coors will retain their shares, which will remain outstanding as shares of Molson Coors Class A common stock and Molson Coors Class B common stock, respectively, following the merger transaction. Some terms of the Coors common stock are being amended as a result of an amendment and restatement of Coors' certificate of incorporation, as described in this document, including adding a right for the holders of Molson Coors Class B common stock to vote as a class,

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together with a trustee holder of the special Class B voting stock (acting upon the instructions of the holders of Class B exchangeable shares), to elect three directors.

Coors Optionholders.    Options to purchase shares of Class B common stock of Coors will remain outstanding as options to acquire shares of Class B common stock of Molson Coors.

Q:

Why are exchangeable shares being offered to Canadian residents in the merger transaction?

A:

The exchangeable share structure will provide an opportunity for shareholders of Molson who are eligible Canadian residents to make a tax election to defer Canadian income tax on any capital gain otherwise arising on the exchange of their Molson shares. In this document we refer to these exchangeable shares of Molson Coors Exchangeco as "exchangeable shares".

Each exchangeable share of Molson Coors Exchangeco is substantially the economic equivalent of a share of the corresponding class of Molson Coors common stock and is exchangeable at any time on a one-for-one basis for a share of the corresponding class of Molson Coors common stock. In addition, each holder of an exchangeable share will, through a trust agreement and special Molson Coors voting stock, effectively have the ability to cast votes along with holders of shares of the corresponding class of Molson Coors common stock.

Q:

What is the difference between Class A and Class B shares of Molson Coors common stock?

A:

Molson Coors Class A common stock will entitle holders to the right to vote for the election of 12 of the 15 members of the board of directors of the combined company and will otherwise be voting shares under Delaware law and the Molson Coors certificate of incorporation. Molson Coors Class B common stock will entitle holders the right to vote for the election of three of the 15 directors of the combined company and will be non-voting stock under Delaware law and the Molson Coors certificate of incorporation.

Q:

What percentage of the combined company will the shareholders of Molson and Coors own?

A:

Upon completion of the merger transaction, we estimate that Molson's former shareholders and Coors' stockholders will own approximately 55% and 45%, respectively, of the outstanding economic interest in the combined company. To reduce the dilution from the companies' stock option programs, we intend that Molson Coors will adopt a policy of purchasing, from time to time, subject to market conditions and when permitted by applicable law, shares of its Class B common stock in the open market following the completion of the merger transaction. We expect the number of shares purchased from time to time to have an aggregate market value approximately equal to the aggregate cash proceeds received in respect of exercised stock options (including replacement options issued in exchange for Molson options).

Q:

What will be the effects of the amendments to Coors' certificate of incorporation?

A:

As a result of the amendments to the certificate of incorporation of Coors in connection with the merger transaction, the number of authorized shares of Molson Coors Class A common stock and Molson Coors Class B common stock each will be amended to 500,000,000, and the relative rights, privileges and preferences of each class of Molson Coors common stock will be amended as described in this document, including to provide that:

•

holders of the Class B common stock, together with a trustee holder of the special Class B voting stock (acting upon the instructions of the holders of Class B exchangeable shares), will be entitled to elect three of the 15 members of the board of directors of Molson Coors;



•

holders of Class A common stock, together with a trustee holder of the special Class A voting stock (acting upon the instructions of the holders of Class A exchangeable shares), will elect 12 of the 15 members of the board of directors and have the right to vote as a class regarding corporate actions on which they are entitled to vote;

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•

shares of Class A common stock will be convertible at the election of the holder into shares of Class B common stock; and



•

shares of Class B common stock will be convertible into shares of Class A common stock in limited circumstances relating to specified offers which are not made to holders of Class B common stock.

Q:

What will be the quarterly dividend payable on the Molson Coors common stock and the exchangeable shares after the closing of the merger transaction?

A:

Coors and Molson have agreed that Molson Coors will increase its dividend by adopting a policy of paying, subject to applicable law, a quarterly dividend on Molson Coors common stock equal to the quarterly dividend payable on the Molson shares in effect on July 21, 2004, subject to adjustment for (i) the exchange rate of U.S.$0.7616 per Canadian dollar on that date and (ii) the 0.360 exchange ratio. As a result, following completion of the merger transaction, Molson Coors' quarterly dividend rate is expected to be U.S.$0.317 per share. Coors' current dividend rate is U.S.$0.205 per share.

The quarterly dividend on exchangeable shares will be equal to the dividend on Molson Coors common stock and will be payable at the option of the holder in either U.S. dollars or Canadian dollars.

Q:

Where will the shares of Molson Coors and the exchangeable shares be listed?

A:

Coors and Molson have agreed to apply to the New York Stock Exchange and the Toronto Stock Exchange for the listing of the following classes of shares under the symbols set forth below:

Q:

When do Molson and Coors expect to complete the merger transaction?

A:

Molson and Coors will complete the merger transaction when all of the conditions to completion of the merger transaction have been satisfied or waived. Molson and Coors are working toward satisfying these conditions and completing the merger transaction as quickly as possible. Molson and Coors currently plan to complete the merger transaction during the fourth calendar quarter of 2004. Because the merger transaction is subject to governmental and regulatory approvals and other conditions, some of which are beyond Coors' and Molson's control, the exact timing cannot be predicted.

MOLSON SECURITYHOLDER QUESTIONS AND ANSWERS

Q:

On what am I being asked to vote?

A:

You are being asked to approve the Molson special resolution relating to the merger transaction between Molson and Coors. The Molson special resolution is attached as Annex A.

Q:

What vote is required to approve the Molson special resolution?

A:

Approval of the Molson special resolution will require the affirmative votes of not less than:

•

66²/3% of the votes cast at the Molson special meeting by holders of Molson Class A non-voting shares and Molson options, voting together as a class, and



•

66²/3% of the votes cast at the Molson special meeting by holders of Molson Class B common shares.

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Each Molson Class A non-voting share and Class B common share is entitled to one vote on all matters scheduled to come before the Molson special meeting. Each holder of options to purchase Molson Class A non-voting shares will be entitled to one vote for each Molson Class A non-voting share that would be received on a valid exercise of that holder's Molson options regardless of whether they are currently exercisable.

Pentland Securities (1981), Inc., which we refer to as Pentland in this document, has committed to vote all of the Molson shares held by it in favor of the Molson special resolution. As of the record date, Pentland (which is indirectly controlled by Eric H. Molson) owned    •    % of the Molson Class B common shares.

Q:

How do I vote on the merger transaction and what do I do now?

A:

First, please review the information contained in this document, including the annexes. This document contains important information about Molson, Coors and the merger transaction. It also contains important information about what the boards of directors of Molson and Coors considered in evaluating the merger transaction.

Second, please submit your proxy promptly by telephone, via the Internet or by signing, dating and returning the appropriate enclosed form of proxy in the envelope provided, so that your securities can be voted at the Molson special meeting. You may also attend the Molson special meeting in person and vote at the Molson special meeting, even if you have already submitted a proxy.

There are three forms of Molson proxies, a [color] proxy applicable to Molson Class A non-voting shares, a [color] proxy applicable to Molson Class B common shares and a [color] proxy applicable to Molson options. If you hold more than one type of Molson security, or if you hold securities in both registered and non-registered name, you will receive more than one form of proxy. To ensure that all your shares are represented at the meeting, please submit a vote by telephone, via the Internet or by mail for each proxy form you receive.

Q:

If I am a Canadian resident, how do I get tax-deferred treatment?

A:

If you are a Canadian resident receiving exchangeable shares in the merger transaction, we will send you a tax election package by mail or via the Internet after completion of the merger transaction if you so elect in your letter of transmittal and election form or if your address, as recorded on Molson's share register, is in Canada. You may also obtain a tax election package upon request, which will also be made available via the Internet. You must provide to Molson Coors Exchangeco, at the address indicated in the tax election package, two completed and signed copies of the applicable tax election forms on or before the 75^th day after the effective date of the arrangement. For more information see "Income Tax Considerations—Canadian Federal Income Tax Considerations to Molson Shareholders" beginning on page 126.

Q:

Do I need to send in my share certificates now?

A:

You are not required to send your share certificates to validly cast your vote in respect of the merger transaction or to elect to receive exchangeable shares if you are a Canadian resident. However, you must send in your share certificates in addition to the letter of transmittal and election form in order to receive certificates representing shares of Molson Coors common stock and/or exchangeable shares, which you will need in order to settle any trades of these shares or to receive dividends in respect of these shares. If you hold Molson shares that are registered in the name of a broker, investment dealer, bank, trust company or other nominee, you should contact that nominee for instructions about how to deliver your Molson shares.

Q:

If I hold Molson options, what do I do?

A:

You can vote as if you were a shareholder. You are under no obligation to exercise your Molson options before the completion of the merger transaction. Molson options that have not been

8

exercised prior to the effective time will be exchanged in the merger transaction for replacement options to acquire shares of Molson Coors Class B common stock. If you hold Molson options and wish to exercise them to acquire Molson Class A non-voting shares in order to receive exchangeable shares and/or Molson Coors common stock, you should exercise your option through your Solium E-SOAP account at www.solium.com or by telephone at the following toll-free number:     •    , and complete, sign and return the enclosed letter of transmittal and election form for Molson optionholders to Molson Inc. c/o Marie Giguère, Senior Vice-President, Chief Legal Officer and Secretary, 1555 Notre Dame Street East, 4^th Floor, Montréal (QC) H2L 2R5, Fax:     •    , in the enclosed envelope before 5:00 p.m. (Montréal time) on    •    , 2004.

Q:

What happens if I don't indicate how to vote on my proxy?

A:

If you sign and send in your proxy but do not include instructions on how to vote your properly signed form, your securities will be voted FOR the Molson special resolution and in accordance with management's recommendation with respect to amendments or variations of the matters set forth in the notice of special meeting or any other matters that may properly come before the Molson special meeting.

Q:

Can I change my vote after I have mailed my signed proxy?

A.

Yes. You can change your vote at any time before your proxy is voted at the Molson special meeting. If you are a registered holder, you can do this in one of three ways:

•

First, before the Molson special meeting, you can deliver a signed notice of revocation of proxy to the Secretary of Molson or to the offices of CIBC Mellon Trust Company at the addresses specified below at any time up to and including the last business day before the Molson special meeting or deposit the revocation with the chairman of the Molson special meeting.



•

Second, you can complete and submit a later-dated proxy form no later than 5:00 p.m. (Montréal time) on the last business day before the Molson special meeting.



•

Third, you can attend the Molson special meeting and vote in person. Your attendance at the Molson special meeting alone will not revoke your proxy; rather you must also vote at the Molson special meeting in order to revoke your previously submitted proxy.

If you want to change your proxy directions by mail, you should send any notice of revocation or your completed new form of proxy, as the case may be, to Molson at either of the following addresses:

You may also revoke or change your proxy by telephone or via the Internet by following the instructions set forth below under "Can I submit my proxy by telephone or electronically?"

If a broker holds your shares in "street name" and you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

Q:

Can I submit my proxy by telephone or electronically?

A:

Yes, in most cases. To vote by telephone, please call the number shown on your proxy form from a touch-tone phone and follow the easy instructions. To vote via the Internet, please go to the website shown on your proxy form and follow the easy instructions on the screen.

9

Please note that you will need to refer to the control number indicated on your proxy form to identify yourself in the electronic voting system. Please also refer to the instructions on your proxy form for information regarding the deadline for voting your shares electronically.

Q:

If my broker holds my shares in "street name", will my broker vote my shares for me?

A:

Your broker will not vote your shares unless it receives your specific instructions. After carefully reading and considering the information contained in this document, including the annexes, please follow the directions provided by your broker with respect to voting procedures. Please ensure that your instructions are submitted to your broker in sufficient time to ensure that your votes are received by Molson on or before 5:00 p.m., Montréal time, on    •    , 2004.

If you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

Q:

Am I entitled to dissent or appraisal rights?

A:

Molson shareholders who properly exercise their dissent rights will be entitled to be paid the fair value of their shares. If you wish to dissent, you must provide to Molson, at the address specified above, a dissent notice prior to 5:00 p.m. (Montréal time) on the business day preceding the Molson special meeting. It is important that you strictly comply with this requirement, otherwise your dissent right may not be recognized.

Q:

Are there risks I should consider in deciding whether to vote for the Molson special resolution?

A:

Yes. As in any significant merger transaction, there are a number of risk factors to consider in connection with the merger transaction that are described in the section of this document entitled "Risk Factors" beginning on page 39.

Q:

What are the Canadian and U.S. federal income tax consequences of the merger transaction to holders of Molson common stock?

A:

Canadian Residents.    The exchange of Molson shares for Molson Coors common stock, through a series of exchanges, and/or exchangeable shares will generally be a taxable event to a Canadian resident shareholder. However, if you are an eligible Canadian resident and exchange all or a portion of your Molson shares for consideration that includes exchangeable shares (and ancillary rights) and you make a valid tax election with Molson Coors Exchangeco, you may obtain a full or partial tax deferral (rollover) of any capital gain otherwise arising upon the exchange of those shares. For more information see "Income Tax Considerations—Canadian Federal Income Tax Considerations to Molson Shareholders" beginning on page 126.

United States Residents.    The exchange of Molson shares for Molson Coors common stock, through a series of exchanges, in the merger transaction will be fully taxable for United States federal income tax purposes. For more information see "Income Tax Considerations—U.S. Federal Income Tax Considerations to Molson Shareholders" beginning on page 147.

Optionholders.    The exchange of options to purchase Molson Class A non-voting shares for options to purchase shares of Molson Coors Class B common stock generally will not be a taxable event for a Canadian resident optionholder.

Q:

Who can help answer my questions about the merger transaction?

A:

Innisfree M&A Incorporated is acting as the proxy solicitor for Molson. If you have any questions about the merger transaction or about how to vote your shares, please call Innisfree toll free at the following numbers:    •    (English speakers)    •    (French speakers). Banks and brokers may call collect at     •    .

10

COORS STOCKHOLDER QUESTIONS AND ANSWERS

Q:

On what am I being asked to vote?

A:

If you are a Coors stockholder, you are being asked to approve two proposals:

•

A proposal to adopt a restated certificate of incorporation of Coors in the form attached as Annex G. This amendment and restatement of the certificate of incorporation is referred to in this document as "the Coors charter amendment".



•

A proposal to approve the issuance of shares of Molson Coors Class A common stock, Class B common stock, special Class A voting stock and special Class B voting stock (and any shares convertible into or exchangeable for shares of that stock) as contemplated by the combination agreement. The issuance of these shares is referred to in this document as "the Coors share issuance".

All stockholders of Coors are being asked to vote with respect to the amendment of the Coors certificate of incorporation. Only holders of shares of Class A common stock of Coors are entitled to vote with respect to the Coors share issuance. A separate vote of the Coors stockholders on the combination agreement or the plan of arrangement is not required under Delaware law or Coors' certificate of incorporation.

Neither of the above proposals will be implemented unless both are approved and the merger transaction is completed.

Q:

What is the purpose of the amendment and restatement of the Coors certificate of incorporation?

A:

Coors is proposing to amend and restate its certificate of incorporation to effect various features of the merger transaction as further described in this document.

Q:

What vote is required to approve the Coors share issuance and the Coors charter amendment?

A:

Approval of the Coors share issuance requires the affirmative vote of a majority of the votes cast on the proposal by holders of the outstanding shares of Class A common stock at the Coors special meeting provided the total votes cast on the proposal by holders of Class A common stock represent at least a majority of the issued and outstanding shares of Class A common stock. Holders of shares of Class B common stock of Coors are not entitled to vote with respect to the Coors share issuance.

Approval of the Coors charter amendment requires both:

•

the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, voting as a separate class, and



•

the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a separate class.

All of the Coors Class A common stock are held by the Adolph Coors Jr. Trust dated September 12, 1969, which we refer to as the Coors Trust in this document. The Coors Trust has agreed to vote the Coors Class A common stock in favor of the Coors share issuance. As a result of this agreement, the Coors share issuance is assured of approval at the Coors special meeting. In addition, the Coors Trust, Peter H. Coors and Keystone Financing LLC have agreed to vote all of their shares of Coors Class A common stock (which represents 100% of the Class A common stock) and Coors Class B common stock (which represents approximately    •    % of the total Class B common stock as of the record date) in favor of the Coors charter amendment.

Q:

How do I vote on the proposed Coors share issuance and the Coors charter amendment?

A:

First, please review the information contained in this document, including the annexes. It contains important information about Molson, Coors and the merger transaction. It also contains important information about what the boards of directors of Molson and Coors considered in evaluating the merger transaction.

11

Second, please submit your proxy promptly by telephone, via the Internet or by signing, dating and returning the enclosed appropriate proxy card in the envelope provided, so that your shares can be voted at the Coors special meeting. You may also attend the Coors special meeting in person and vote at the Coors special meeting, even if you have already submitted a proxy.

Q:

What happens if I don't indicate how to vote on my proxy?

A:

If you are a record holder of Coors common stock and sign and send in your proxy, but do not include instructions on how to vote your properly signed proxy card, your shares will be voted FOR approval of the Coors share issuance and Coors charter amendment.

Q:

What happens if I don't return a proxy card?

A:

If you are a holder of Coors Class B common stock, not returning your proxy card and not voting at the special meeting will have the same effect as a vote AGAINST the Coors charter amendment because a majority of the outstanding shares of Coors Class B common stock is required to approve the Coors charter amendment. If you are a holder of Coors Class B common stock, not returning your proxy card and not voting at the special meeting will have no direct effect on the vote for the Coors share issuance because only holders of Coors Class A common stock are entitled to vote on the Coors share issuance (and the Coors Trust has agreed to vote in favor of the Coors share issuance). Please note, however, that neither proposal will be implemented unless both are approved by the required vote of Coors stockholders and the merger transaction is completed. As a result, not returning your proxy card and not voting at the special meeting with respect to the Coors charter amendment could cause the Coors share issuance and the merger transaction not to occur.

Not returning your proxy card may also contribute to a failure to obtain a quorum at the special meeting. Under Coors' bylaws, a majority of the total issued and outstanding shares of each class entitled to vote on a matter as a separate class, present in person or represented by proxy, constitutes a quorum to take action with respect to that matter at the special meeting.

Q:

Can I change my vote after I have mailed my signed proxy card?

A:

Yes. You can change your vote at any time before your proxy is voted at the Coors special meeting. If you are a registered holder, you can do this in one of three ways:

•

First, before the Coors special meeting, you can deliver a signed notice of revocation of proxy to the Secretary of Coors at the address specified below.



•

Second, you can complete and submit a later-dated proxy card or, if you submitted your proxy by telephone or through the Internet, you can change your proxy by telephone or through the Internet.



•

Third, if you are a holder of record you can attend the Coors special meeting and vote in person. Your attendance at the Coors special meeting alone will not revoke your proxy; rather, you must also vote at the Coors special meeting in order to revoke your previously submitted proxy.

If you want to change your proxy directions by mail, you should send any notice of revocation or your completed new proxy card, as the case may be, to Coors at the following address:

Adolph Coors Company
c/o Corporate Secretary
Mail No. NH311
P.O. Box 4030
Golden, Colorado 80401
Telephone:    •   
Facsimile:    •    

12

You may also revoke or change your proxy directions by telephone or via the Internet by following the instructions set forth below under "Can I submit my proxy by telephone or electronically?"

If you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

Q:

Can I submit my proxy by telephone or electronically?

A:

Yes, in most cases. Coors stockholders of record and many stockholders who hold their shares through a broker or bank will have the option to submit their proxy or voting instructions electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are registered in Coors' stock records in your name or in the name of a broker, bank or other holder of record. If you are a registered stockholder of Coors, you may submit your proxy electronically through the Internet or by telephone by following the instructions on the attached [color] proxy card. If you hold your shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded by your broker, bank or other holder of record to see which options are available.

Q:

If my broker holds my shares of Coors Class B common stock in "street name", will my broker vote my shares for me?

A:

Yes, if you direct your broker to vote your shares on your behalf. If your shares of Coors Class B common stock are held in "street name" and you do not provide voting instructions to your broker or bank, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Your broker does not have discretionary authority to vote on the Coors charter amendment. Accordingly, if you do not provide your broker with voting instructions, your shares may be considered present at the Coors special meeting for purposes of determining a quorum, but will not be considered to have been voted in favor of approval of the Coors charter amendment. Shares not voted in favor of the Coors charter amendment will have the effect of a vote AGAINST that proposal.

If a broker holds your shares of Coors Class B common stock in "street name" and you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

Q:

Am I entitled to dissenters' or appraisal rights?

A:

No. Holders of Coors common stock do not have dissenters' or appraisal rights in connection with the merger transaction.

Q.

Are there risks I should consider in deciding whether to vote for the Coors share issuance and Coors charter amendment?

A:

Yes. As in any significant merger transaction, there are a number of risk factors to consider in connection with the merger transaction that are described in the section of this document entitled "Risk Factors" beginning on page 39.

Q:

Who can help answer my questions about the merger transaction?

A:

Georgeson Shareholder Communications Inc. is acting as the proxy solicitor for Coors. If you have any questions about the merger transaction or about how to vote your shares, please call Georgeson toll free at    •    .

13

Summary

        This summary highlights important information in this document but does not contain all of the information that is important to you. You should carefully read this entire document and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings.

Our Reasons for the Merger Transaction (See page 63)

        We believe that the trend toward consolidation in the international brewing industry will continue and that scale and the ability to operate internationally will be increasingly important. The proposed merger transaction builds on the strategic and cultural fit between Molson and Coors and provides us with the added scale, resources and geographic coverage necessary to compete more effectively in this changing competitive environment. It leverages the solid existing business relationship between Molson and Coors.

        In particular, we believe that the merger transaction will:

•

create the world's fifth largest brewing company by volume, with combined beer sales of 60 million hectoliters, or 51 million barrels, and a strong foundation of established brands in four of the world's top ten beer markets;



•

provide significant value for shareholders through an estimated U.S.$175 million in annual cost savings, primarily resulting from procurement and network optimization; and



•

build an enhanced growth platform, balance sheet and cash flow to fund future investment in key brands.

The Companies

Molson Inc. (See page 156)

        Molson is Canada's largest brewer and one of the world's leading brewers of quality beer with operations in Canada, Brazil and the United States. A global brewer with Cdn.$3.5 billion in gross sales for the fiscal year ended March 31, 2004, Molson traces its roots back to 1786, making it North America's oldest beer company. Committed to brewing excellence, Molson produces an award-winning portfolio of beers including Molson Canadian®, Molson Export®, Molson Dry®, Rickard's™, A Marca Bavaria™, Kaiser® and Bavaria®. Molson is authorized to brew, distribute and sell Coors brands in Canada under agreements between Molson and Coors and currently brews, distributes and sells the Coors Light® brand in Canada.

        Molson's principal executive offices are located at 1555 Notre Dame Street East, 4^th Floor, Montréal, Québec, Canada, H2L 2R5.

Adolph Coors Company (See page 211)

        Coors is the third-largest brewer in the United States and the second-largest brewer in the United Kingdom. Since Coors' founding in 1873, it has been committed to producing high quality beers with a portfolio of brands designed to appeal to a wide range of consumer tastes, styles and price preferences. Coors had U.S.$5.4 billion in sales for the fiscal year ended December 28, 2003. In the United States, Coors owns or licenses the following brands: Coors Light®, Coors Original®, Coors® Edge, Coors® Non-Alcoholic, Aspen Edge™, Extra Gold®, Zima®, George Killian's® Irish Red™ Lager, Keystone®, Keystone Light®, Keystone Ice®, Blue Moon™ Belgian White Ale and Mexicali®. Coors also sells the Molson family of brands in the United States through a joint venture. Outside of the United States, Coors sells Carling®, Worthington®, Caffrey's®, Reef®, Screamers™, Stones® and, through a United Kingdom joint venture, Grolsch®.

14

        Coors' principal executive offices are located at 311 10th Street, P.O. Box 4030, Golden, Colorado 80401.

Molson Coors Exchangeco (See page 285)

        Molson Coors Canada Inc. (formerly known as Coors Canada Inc.) is a Canadian subsidiary of Coors through which Coors currently conducts its Canadian operations. Molson Coors Exchangeco's registered office is located at 120 Adelaide Street West, Suite 1202, Toronto, Ontario M5H 1T1, Canada.

The Proposed Merger Transaction

Molson and Coors will combine in a merger of equals to form "Molson Coors Brewing Company" (See page 57)

        Molson and Coors have entered into a combination agreement, dated as of July 21, 2004, under which the businesses of the two companies will be combined in a merger of equals transaction. The merger transaction will form the world's fifth largest brewing company by volume.

        The combination agreement provides that:

•

Coors will change its name to "Molson Coors Brewing Company" and amend its certificate of incorporation and bylaws to implement the proposed merger transaction, including adding a right for the holders of Molson Coors Class B common stock to elect three members of the board of directors, all as described in this document.



•

All of Molson's shares (other than shares of dissenting holders) will, through a series of exchanges, be exchanged for shares of Molson Coors common stock and/or exchangeable shares of Molson Coors Exchangeco, as described under "Description of the Merger Transaction—General" beginning on page 57.



•

The Coors stockholders will retain their shares, which will remain outstanding as shares of Molson Coors.

        The combination agreement is attached to this document as Annex B. Please read the combination agreement, the form of plan of arrangement referred to in the combination agreement and the other transaction agreements carefully, as they are the principal legal documents that govern the merger transaction.

Molson shareholders will receive Molson Coors common stock or exchangeable shares (see page 57)

        Molson Class A Shareholders. A holder of Molson Class A non-voting shares who is a Canadian resident for Canadian income tax purposes may elect to receive for each of those shares:

•

0.360 of a Class B exchangeable share of Molson Coors Exchangeco (and ancillary rights),



•

through a series of exchanges, 0.360 of a share of Class B common stock of Molson Coors, or



•

a combination of Class B exchangeable shares (and ancillary rights) and, through a series of exchanges, shares of Class B common stock.

        A holder of Molson Class A non-voting shares with an address in Canada, as recorded on Molson's share register, who does not make any election will receive Molson Coors Exchangeco Class B exchangeable shares. A holder of Molson Class A non-voting shares with an address outside of Canada, as recorded on Molson's share register, who does not make any election will receive, through a series of exchanges, for each of those shares, 0.360 of a share of Class B common stock of Molson Coors.

15

        Molson Class B Shareholders. A holder of Molson Class B common shares who is a Canadian resident for Canadian income tax purposes may elect to receive for each of those shares:

•

0.126 of a Class A exchangeable share and 0.234 of a Class B exchangeable share of Molson Coors Exchangeco (and ancillary rights),



•

through a series of exchanges, an aggregate of 0.360 of a share of Molson Coors common stock comprised of 0.126 of a share of Class A common stock and 0.234 of a share of Class B common stock, or



•

a combination of exchangeable shares (and ancillary rights) and, through a series of exchanges, shares of Molson Coors common stock.

        A holder of Molson Class B common shares with an address in Canada, as recorded on Molson's share register, who does not make any election will receive Molson Coors Exchangeco exchangeable shares. A holder of Molson Class B common shares with an address outside of Canada, as recorded on Molson's share register, who does not make any election will receive, through a series of exchanges, for each of those shares, an aggregate of 0.360 of a share of Molson Coors common stock comprised of 0.126 of a share of Class A common stock of Molson Coors and 0.234 of a share of Class B common stock of Molson Coors.

        Fractional Shares; Dissenting Shareholders. Molson shareholders will be paid cash in lieu of any fractional shares. Dissenting shareholders who properly exercise their dissent rights will be entitled to be paid the fair value of their shares (for more information see "Dissenting Shareholder's Rights" beginning on page 87).

        Fixed Exchange Ratio. The exchange ratio is fixed and neither Molson nor Coors has the right to terminate the combination agreement based on changes in either party's stock price. You cannot be sure of the market value of the Molson Coors common stock or the exchangeable shares that will be outstanding following the completion of the merger transaction. This value may vary significantly from the current market value of shares of Coors common stock. Furthermore, none of the shares of Coors Class A common stock or the exchangeable shares is currently traded on a stock exchange and, as a result, no market value is available for this class of shares, except by reference to the publicly traded shares of Coors Class B common stock and the Molson shares.

Molson shareholders who are Canadian residents may elect to receive exchangeable shares (See page 57)

        Molson shareholders who are Canadian residents or who hold Molson shares on behalf of Canadian residents may elect to receive an equivalent number of exchangeable shares of Molson Coors Exchangeco (and ancillary rights) in lieu of Molson Coors common stock. Exchangeable shares will be exchangeable at the option of the holder at any time on a one-for-one basis for shares of the corresponding class of Molson Coors common stock. Holders of the exchangeable shares will be entitled to dividends and other rights that are substantially economically equivalent to those of holders of shares of the corresponding class of Molson Coors common stock. Through a voting trust arrangement, holders of the exchangeable shares will be entitled to vote at meetings of holders of the corresponding class of Molson Coors common stock.

        The exchangeable share structure, which is frequently used in transactions between U.S. and Canadian companies, provides the opportunity for eligible Canadian resident shareholders of Molson to make a valid tax election to defer Canadian income tax on any capital gain that would otherwise arise on the exchange of their Molson shares.

16

Molson options to be exchanged for Molson Coors options (See page 86)

        Options to purchase Class A non-voting shares of Molson will be exchanged for options to purchase shares of Molson Coors Class B common stock. The number of shares issuable upon the exercise of these options, and their applicable exercise prices, will be adjusted to take into account the 0.360 exchange ratio applicable to the merger transaction.

Coors stockholders will keep their shares (See page 86)

        Holders of shares of Coors Class A common stock and Class B common stock will retain their shares, which will remain outstanding as shares of Molson Coors Class A common stock and Class B common stock, respectively, following the merger transaction. Some of the terms governing the Coors shares will be amended in connection with the merger transaction, as described below.

Molson Coors to adopt the Molson dividend policy (See page 83)

        Coors and Molson have agreed that Molson Coors will increase its dividend by adopting a policy of paying, subject to applicable law, a quarterly dividend on Molson Coors common stock equal to the quarterly dividend on the Molson shares in effect on July 21, 2004, subject to adjustment for (i) the exchange rate of U.S.$0.7616 per Canadian dollar on that date and (ii) the 0.360 exchange ratio. As a result, following completion of the merger transaction, Molson Coors' quarterly dividend rate is expected to be U.S.$0.317 per share. Coors' current dividend rate is U.S.$0.205 per share. Following completion of the merger transaction, the quarterly dividend on exchangeable shares will be equal to the dividend on Molson Coors common stock and will be payable at the option of the holder in either U.S. dollars or Canadian dollars.

Pro Forma Economic Ownership of Molson Coors; Stock Buyback Program (See page 83)

        Upon the completion of the merger transaction, we estimate that Molson's former shareholders and Coors' stockholders will own approximately 55% and 45%, respectively, of the outstanding economic interest in the combined company.

        To reduce dilution from the companies' stock option programs, we intend that Molson Coors will adopt a policy of purchasing, from time to time, subject to market conditions and when permitted by applicable law, shares of its Class B common stock in the open market following the completion of the merger transaction. We expect the number of shares purchased from time to time to have an aggregate market value approximately equal to the aggregate cash proceeds received in respect of exercised stock options (including replacement options issued in exchange for Molson options).

Recommendations of the Boards of Directors

Molson Board of Directors Recommendation (See page 46)

        Molson's board of directors believes that the terms of the combination agreement, the arrangement and related transactions and agreements are in the best interest of Molson and are advisable and fair to the holders of each class of Molson shares and Molson options. The Molson board of directors unanimously recommends that Molson securityholders vote "FOR" the Molson special resolution at the Molson special meeting.

Molson Independent Committee Conclusion (See page 62)

        Molson's board of directors formed an independent committee of the board to review the terms and conditions of the proposed merger and make a recommendation as to the fairness of the transaction to the Molson shareholders other than Pentland and Eric H. Molson. The Molson independent committee concluded that the proposed merger transaction is fair to, and in the best

17

interests of, the shareholders of Molson, other than Pentland and Eric H. Molson, from a financial and non-financial point of view.

Coors Recommendation (See page 52)

        Coors' board of directors believes that the combination agreement and related transactions and agreements, including the Coors share issuance and the Coors charter amendment, are advisable and fair to, and in the best interests of, Coors and the holders of each class of Coors common stock. The Coors board of directors unanimously recommends that Coors stockholders vote "FOR" the Coors share issuance and Coors charter amendment at the Coors special meeting.

Factors Considered by Our Boards (See pages 64 and 72)

        In determining whether to approve the merger transaction, our boards of directors each consulted with our respective senior managements and legal and financial advisors and considered the respective strategic, financial and other considerations referred to in "Description of the Merger Transaction—Our Reasons for the Merger Transaction" beginning on page 63.

Opinions of Financial Advisors

Molson Financial Advisors (See page 66)

        In connection with the merger transaction, the Molson board of directors received the following separate written opinions dated July 21, 2004:

•

the opinion of Citigroup Global Markets Inc., the full text of which is attached as Annex M, to the effect that, as of the date of the opinion and based on and subject to the matters described in the opinion, the 0.360 exchange ratio provided for in the merger transaction was fair, from a financial point of view, to the holders of Molson shares.



•

the opinion of BMO Nesbitt Burns Inc., the full text of which is attached to this document as Annex N, to the effect that, as of the date of the opinion and based on and subject to the matters described in the opinion, the 0.360 exchange ratio provided for in the merger transaction was fair, from a financial point of view, to the holders of Molson shares.



•

the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, the full text of which is attached as Annex O, addressed to the Molson independent committee as well as the Molson board of directors to the effect that, as of the date of the opinion and based on and subject to the matters described in the opinion, the 0.360 exchange ratio was fair, from a financial point of view, to holders of Molson shares other than Pentland and Eric H. Molson.

        We encourage you to read these opinions carefully in their entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the reviews undertaken. The opinions were provided to the Molson board of directors (and the Molson independent committee in the case of Merrill Lynch's opinion) in connection with the board's evaluation of the 0.360 exchange ratio. They do not address any other aspect of the merger transaction and do not constitute a recommendation to any securityholder as to the shares that a securityholder should elect to receive in the merger transaction or how a securityholder should vote or act on any other matters relating to the merger transaction.

Coors Financial Advisors (See page 74)

        In connection with the merger transaction, the Coors board of directors received a written opinion from Deutsche Bank Securities Inc. to the effect that, as of the date of the opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche

18

Bank, the 0.360 exchange ratio was fair, from a financial point of view, to holders of the Coors Class A common stock and holders of the Coors Class B common stock. The full text of Deutsche Bank's written opinion is attached to this document as Annex P. We encourage you to read this opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. Deutsche Bank's opinion was provided to the Coors board of directors in connection with its evaluation of the 0.360 exchange ratio, does not address any other aspect of the merger transaction and does not constitute a recommendation as to how a Coors stockholder should vote or act on any matters relating to the merger transaction.

Molson Coors Board of Directors (See page 102)

        The combination agreement and related documents provide that, after the merger transaction, the board of directors of Molson Coors will consist of 15 members. Twelve of the 15 directors will be elected by the holders of shares of Molson Coors Class A common stock, voting together with holders of the Class A exchangeable shares through a voting trust arrangement. Three of the 15 directors will be elected by holders of shares of Molson Coors Class B common stock, voting together with holders of the Class B exchangeable shares through a voting trust arrangement.

        A committee of two Molson family directors will nominate five persons to stand for election to the Molson Coors board of directors, and a committee of two Coors family directors will similarly nominate five nominees. A nominating committee comprised of an independent director, the two Molson family directors and the two Coors family directors will nominate two additional directors to stand for election to the board of directors. These nominees, subject to the committee's fiduciary duties, will be the chief executive officer of Molson Coors, who will initially be W. Leo Kiely III, and another specified management member, initially Daniel J. O'Neill, who will be the vice-chairman, synergies and integration of Molson Coors. These nominees together with the five nominees of each family will stand for election by holders of shares of Molson Coors Class A common stock, voting together with holders of the Class A exchangeable shares through a voting trust arrangement. The full board of directors of Molson Coors will select three additional nominees, for a total of 15, to stand for election by holders of shares of Molson Coors Class B common stock voting together with holders of the Class B exchangeable shares through a voting trust arrangement.

        Initially, Eric H. Molson will be the chairman of the board of directors of Molson Coors.

Molson Coors Executive Officers and Headquarters (See pages 94 and 110)

        Molson Coors executive officers will be selected from Molson and Coors management.

        Molson Coors will have dual executive offices and dual operational headquarters following the merger transaction. Executive offices will be located in the metropolitan areas of Denver, Colorado and Montréal, Québec. The Canadian operational headquarters will be located in Toronto, Ontario, the U.S. operational headquarters will be in Golden, Colorado, the U.K. headquarters will be in Burton on Trent, and the Brazilian headquarters will be in São Paulo, Brazil.

Interests of Directors and Management in the Merger Transaction

Molson Directors and Management (See page 71)

        In considering the recommendation of the Molson board of directors with respect to the merger transaction, Molson shareholders should be aware that certain members of the management and board of directors of Molson have interests in connection with the merger transaction that may present them with actual or potential conflicts of interest in connection with the merger transaction. The Molson independent committee was aware of these interests and considered them along with the other matters

19

described in "Description of the Merger Transaction—Factors Considered by the Molson Independent Committee" beginning on page 64.

Coors Directors and Management (See page 79)

        In considering the recommendation of the Coors board of directors with respect to the merger transaction, Coors stockholders should be aware that certain members of the management and board of directors of Coors have interests in connection with the merger transaction that may present them with actual or potential conflicts of interest in connection with the merger transaction. The Coors board of directors was aware of these interests and considered them along with the other matters described in "Description of the Merger Transaction—Factors Considered by Coors' Board of Directors" beginning on page 72.

Securities to be Issued by Molson Coors

Molson Coors Stock (See page 258)

        Coors' certificate of incorporation will be amended to provide a sufficient number of authorized shares of Molson Coors Class A and Class B common stock for any share issuances required by the combination agreement and for other corporate purposes. Molson Coors Class A common stock will be voting stock and Molson Coors Class B common stock will be non-voting stock (but holders of Molson Coors Class B common stock will have the right to elect three of the 15 members of the Molson Coors board of directors and to vote with respect to specified corporate actions).

        Coors' certificate of incorporation will also be amended to change the name of the company to "Molson Coors Brewing Company" and to provide for the authorization of two new classes of stock, special Class A voting stock and special Class B voting stock, through which holders of Class A exchangeable shares and Class B exchangeable shares, respectively, will exercise their voting rights with respect to Molson Coors, as further described in this document. The trustee holder of the special Class A and Class B voting stock will cast a number of votes equal to the number of then outstanding Class A and Class B exchangeable shares, respectively, for which the trustee holder has received voting instructions. The trustee holder of the special Class A and Class B voting stock will vote together as a single class with holders of the Molson Coors Class A and Class B common stock, respectively.

Exchangeable Shares (See page 285)

        Exchangeable shares will be securities of Molson Coors Exchangeco that, together with the ancillary rights described in this document, are substantially economically equivalent to shares of Molson Coors common stock. The holders of exchangeable shares will have the following rights:

•

the right to exchange those shares, at the holders' option, for shares of the corresponding class of Molson Coors common stock on a one-for-one basis;



•

the right to receive dividends, on a per share basis, in amounts (or property in the case of non-cash dividends), which are the same as, or economically equivalent to, and which are payable at the same time as, dividends declared on the corresponding class of Molson Coors common stock;



•

the right to vote, through the trustee holder of the Molson Coors special voting shares, at all stockholder meetings at which holders of the corresponding class of Molson Coors common stock are entitled to vote;



•

the right to participate on a pro rata basis with the corresponding class of Molson Coors common stock in the distribution of assets of Molson Coors, upon specified events relating to the voluntary or involuntary liquidation, dissolution, winding-up or other distribution of the

20

assets of Molson Coors through the mandatory exchange of exchangeable shares for shares of Molson Coors common stock; and

•

Class B exchangeable shares will be convertible into Class A exchangeable shares in limited circumstances relating to specified offers which are not made to holders of Molson Coors Class B common stock or Class B exchangeable shares.

        Holders of exchangeable shares will be entitled generally to require Molson Coors Exchangeco to redeem any of their exchangeable shares for corresponding shares of Molson Coors common stock for a purchase price per share of one share of Molson Coors common stock plus declared and unpaid dividends on each redeemed share. However, if a holder of exchangeable shares delivers notice of exercise of its redemption right, a Canadian subsidiary of Molson Coors will have the right to purchase, in lieu of Molson Coors Exchangeco redeeming, the holder's shares on payment of the redemption price. We refer to this Canadian subsidiary as "Callco."

        Subject to applicable law and the purchase right described above, if fewer than 5% of the initial number of Class A exchangeable shares or Class B exchangeable shares (other than exchangeable shares held by Molson Coors or its affiliates) are outstanding, the board of directors of Molson Coors Exchangeco may elect to have Molson Coors Exchangeco redeem the applicable class of exchangeable shares.

        Subject to applicable law and the purchase right described above, on a date on or after the fortieth anniversary of the effective date of the arrangement, as established by Molson Coors Exchangeco's board of directors, all of the outstanding exchangeable shares (other than those held by Molson Coors or its affiliates) will be redeemed by Molson Coors Exchangeco for a redemption price per share of one share of the corresponding class of Molson Coors common stock plus declared and unpaid dividends on the share.

Stock Exchange Listings (See page 84)

        Coors and Molson have agreed to apply to the New York Stock Exchange and the Toronto Stock Exchange for the listing of the following classes of shares under the following trading symbols:

21

Transaction Structure

        The following diagrams illustrate the current structure of Molson and Coors and their shareholders and the structure of Molson Coors following the merger transaction (disregarding, in certain cases, intermediate subsidiaries). For a more complete description of the merger transaction, please see "Description of the Merger Transaction—General" beginning on page 57.

Current Molson and Coors Structures

22

Molson Coors Structure Following the Merger Transaction

23

Dissent Rights (See page 87)

        Molson shareholders have the right to dissent from the Molson special resolution to be voted upon at the Molson special meeting. Registered Molson shareholders who properly exercise their dissent rights under the interim order issued by the Superior Court of Québec will be entitled to be paid the fair value of their Molson shares. The dissent procedures require that a registered Molson shareholder who wishes to dissent must provide Molson a dissent notice prior to 5:00 p.m. (Montréal time) on the business day preceding the Molson special meeting. It is important that Molson shareholders strictly comply with this requirement, which is different from the statutory dissent provisions of the Canada Business Corporations Act, which would permit a dissent notice to be provided at or prior to the Molson special meeting. We refer to the Canada Business Corporations Act in this document as the "CBCA."

Accounting Treatment (See page 83)

        Molson Coors will account for the merger transaction using the purchase method of accounting under U.S. GAAP. Although the combination of Molson and Coors is a merger of equals, generally accepted accounting principles require that one of the two companies in the transaction be designated as the "acquiror" for accounting purposes. Based on a review of the applicable accounting rules, we have determined that Coors is the "acquiror" solely for accounting purposes.

Canadian and U.S. Federal Income Tax Considerations for Molson Shareholders

Canada (See page 126)

        Exchange of Molson Shares.    The exchange of Molson shares for exchangeable shares (and ancillary rights) and/or Molson Coors common stock, through a series of exchanges, will generally be a taxable event to a Canadian resident holder of Molson shares. However, an eligible Canadian resident who exchanges his or her Molson shares for consideration that includes exchangeable shares (and ancillary rights) and who makes a valid tax election with Molson Coors Exchangeco, may obtain a full or partial tax deferral (rollover) of any capital gain otherwise arising upon the exchange of those shares. A non-resident shareholder for which shares of Molson are not "taxable Canadian property" will not be subject to tax under the Income Tax Act (Canada) on the disposition of those shares.

        Eligibility for Investment.    The exchangeable shares will be "qualified investments" and will not be "foreign property" for deferred income plans for Canadian income tax purposes. Shares of Molson Coors Class A common stock and Molson Coors Class B common stock will be "qualified investments" that are "foreign property" for Canadian income tax purposes.

        Exchange of Molson Options.    The exchange of Molson options for options to acquire shares of Molson Coors common stock will generally not be a taxable event to a Canadian resident holder of Molson options.

United States (See page 147)

        The exchange of Molson shares for Molson Coors common stock, through a series of exchanges, will be fully taxable for United States federal income tax purposes.

Court Approval Will Be Required to Complete the Merger Transaction (See page 80)

        Under the CBCA, a Canadian court must approve the arrangement set forth in the form of plan of arrangement. Prior to the mailing of this document, Molson will have obtained an interim order from the Superior Court, District of Montréal, Province of Québec providing for the calling and holding of the Molson special meeting and other procedural matters. If the Molson securityholders approve the Molson special resolution and the Coors stockholders approve the Coors share issuance

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and the Coors charter amendment, the court will hold a hearing regarding a final order. The court will consider, among other things, the fairness and reasonableness of the arrangement. The court may approve the arrangement in any manner the court may direct, subject to compliance with such terms and conditions, if any, as the court deems fit. Subject to the approval of the special resolution at the Molson special meeting and approval of the Coors share issuance and the Coors charter amendment at the Coors special meeting, the hearing to obtain the final order of the Superior Court of Québec is scheduled to take place on or about    •    , 2004 at    •    .m. (Montréal time) at the Montréal courthouse located at 1 Notre-Dame Street East, Montréal, Québec, Canada.

Conditions to Closing (See page 97)

        Molson's and Coors' obligations to complete the merger transaction are subject to conditions that must be satisfied or waived before the completion of the merger transaction, including:

•

the approval of the Molson special resolution by the Molson securityholders and the approval of the Coors share issuance and the Coors charter amendment by the Coors stockholders;



•

receipt of interim and final orders approving the plan of arrangement from the Superior Court of Québec in form and terms reasonably acceptable to Coors and Molson, and those orders having not been set aside or modified in a manner unacceptable to Coors and Molson;



•

receipt of orders required from the applicable Canadian securities regulatory authorities permitting the issuance and first resale of the shares issuable as part of the merger transaction and the issuance from time to time of Molson Coors common stock in exchange for the exchangeable shares or on the exercise of replacement options;



•

absence of injunctions, orders or laws restraining, enjoining or making illegal the completion of the merger transaction;



•

receipt of necessary regulatory approvals referred to under "Regulatory Matters" below;



•

receipt of the Toronto Stock Exchange's conditional approval for listing of the shares to be issued by Molson Coors Exchangeco;



•

receipt of New York Stock Exchange approval for listing of Molson Coors common stock;



•

availability of the exemption for the issuance of the shares of Molson Coors common stock to be issued under the arrangement from registration and qualification requirements under applicable U.S. federal and state securities laws;



•

effectiveness of a registration statement registering the issuance of shares of Molson Coors common stock issuable upon exchange of exchangeable shares;



•

holders of no more than 5% of all Molson shares having exercised dissent rights in respect of the arrangement; and



•

Coors' certificate of incorporation and bylaws having been amended and restated in accordance with the combination agreement.

        Each party's obligation to complete the merger transaction is subject to the satisfaction of the following additional conditions by the other party:

•

the material truth of representations and warranties and material compliance with covenants by the other party;



•

the absence of events or changes that have or would reasonably be expected to have a material adverse effect on the other party; and

25

•

the execution and delivery by the other party of the voting trust agreements referred to under "Governance and Management of Molson Coors—Other Governance Matters—Voting Trust Agreements Among Principal Shareholders" beginning on page 116.

        Molson's obligation to complete the merger transaction is also subject to the satisfaction by Coors of the following additional conditions:

•

the absence of developments that would (i) prevent tax deferred treatment for validly electing Canadian resident shareholders receiving consideration that includes exchangeable shares or (ii) cause the exchangeable shares to be "foreign property" under the Income Tax Act (Canada);



•

Molson shareholders generally having been permitted to take advantage of the holding company alternative on agreed-upon terms and conditions;



•

Coors having executed and delivered a registration rights agreement for the benefit of parties to the voting trust agreements referred to under "Governance and Management of Molson Coors—Other Governance Matters—Voting Trust Agreements Among Principal Shareholders" beginning on page 116;



•

Coors having taken all actions necessary to cause the board of directors of Molson Coors to be constituted as described under "Governance and Management of Molson Coors—Board of Directors of Molson Coors"; and



•

Molson Coors Exchangeco not having been liquidated, dissolved or wound up and having remained solvent, and no bankruptcy, insolvency, receivership or similar proceeding having been commenced against Molson Coors Exchangeco.

Non-Solicitation (See page 95)

        The combination agreement contains detailed provisions prohibiting the parties from seeking an alternative transaction. Under these "non-solicitation" provisions, each of Molson and Coors has agreed that it will not, directly or indirectly:

•

initiate, solicit, encourage or otherwise knowingly facilitate any inquiries or the making by any third party of any acquisition proposal (as defined on page 95);



•

engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an acquisition proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an acquisition proposal;



•

approve or recommend, or propose publicly to approve or recommend, any acquisition proposal; or



•

execute or enter into, or publicly propose to accept or enter into, any agreement with respect to an acquisition proposal.

        The combination agreement provides for circumstances under which the board of directors of Molson or Coors, as applicable, may share information with third parties, withdraw their recommendation or engage in discussions with third parties regarding acquisition proposals. The combination agreement also provides that each party, under specified circumstances, may enter into an agreement with respect to an acquisition proposal.

Regulatory Matters (See page 81)

        In addition to the court approval described above, other regulatory approvals are required as conditions to the completion of the merger transaction, including the expiration or early termination of the waiting period under the HSR Act in the United States, the expiration or early termination of the

26

waiting period under the Competition Act in Canada and receipt of a letter from the Commissioner of Competition stating that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the merger transaction.

Termination (See page 99)

        The combination agreement may be terminated at any time prior to completion of the merger transaction, whether before or after approval of the merger transaction by the securityholders of Molson and Coors, as summarized below.

Mutual Termination Rights

        Molson and Coors may terminate the combination agreement by mutual agreement. In addition, either Molson or Coors may terminate the combination agreement prior to the completion of the merger transaction if any of the following occurs:

•

the merger transaction is not completed on or before January 31, 2005, subject to specified exceptions;



•

any law is passed that makes the arrangement illegal or otherwise prohibited or a governmental authority in the United States or Canada issues a final, non-appealable order restraining, enjoining or otherwise prohibiting consummation of the merger transaction;



•

the securityholders of Molson fail to approve the Molson special resolution, or the stockholders of Coors fail to approve the Coors share issuance or the Coors charter amendment;



•

the other party breaches any representation, warranty, covenant or agreement in the combination agreement such that the conditions to complete the arrangement are incapable of being satisfied on or before January 31, 2005;



•

the board of directors of the other party withdraws, modifies or qualifies its recommendation in favor of the transactions contemplated by the combination agreement; or



•

the other party intentionally and materially breaches the "non-solicitation" provisions of the combination agreement or its obligation to convene its stockholder meeting.

        In addition, either Molson or Coors may terminate the combination agreement under specified circumstances to accept a superior proposal (as defined on page 97 of this document), upon satisfaction of various other conditions.

Termination Fees and Expenses

        If the combination agreement is terminated by either party in specified circumstances, either Molson or Coors may be required to pay to the other party expenses incurred by the other party in connection with the merger transaction up to a maximum amount of U.S.$15 million and, upon specified termination relating to competing acquisition proposals, a termination fee of U.S.$75 million including expenses. The termination fee and expense reimbursement are required to be paid at different times, depending on the basis for the termination of the combination agreement.

Amendment of Coors' Certificate of Incorporation (See page 119)

        Coors is proposing to amend and restate its certificate of incorporation to effect various features of the merger transaction. Among other changes, the Coors charter amendment will effect the following amendments to the existing certificate of incorporation of Coors, in each case as further described in this document:

•

the change of the company's name to "Molson Coors Brewing Company";

27

•

the amendment of the authorized number of shares of Molson Coors Class A common stock and Class B common stock to 500,000,000 for each class;



•

the creation of special Class A voting stock and special Class B voting stock of Molson Coors, through which the holders of Class A exchangeable shares and Class B exchangeable shares, respectively, will exercise their voting rights;



•

an amendment to provide that holders of the Molson Coors Class B common stock and the special Class B voting stock (acting upon the instructions of holders of Class B exchangeable shares), voting as a single class, will be entitled to elect three members of the Molson Coors board of directors;



•

an amendment to include additional governance and corporate actions requiring the approval of the holders of the Molson Coors Class A common stock and the special Class A voting stock (acting upon the instructions of holders of Class A exchangeable shares), voting as a single class;



•

an amendment to provide that shares of Molson Coors Class A common stock will be convertible at the election of the holder into shares of Molson Coors Class B common stock;



•

an amendment to provide that shares of Molson Coors Class B common stock will be convertible into shares of Molson Coors Class A common stock in limited circumstances relating to specified offers which are not made to holders of Molson Coors Class B common stock; and



•

the creation of a nominating committee and related nominating procedures for the Molson Coors board of directors.

        The restated certificate of incorporation of Molson Coors is attached to this document as Annex G. Please read the certificate of incorporation as it, together with the bylaws of Molson Coors (attached to this document as Annex H), is the principal legal document that will govern the rights of stockholders of Molson Coors after the merger transaction.

Amendment of Coors' Bylaws (See page 123)

        In connection with the Coors charter amendment and related merger transaction, Coors is amending and restating its bylaws. Among other changes, the amendment to the bylaws will effect the following changes, in each case as further described in this document:

•

the change in the size of the Molson Coors board of directors to 15;



•

the addition of various governance and corporate actions requiring approval of two-thirds of the directors rather than a majority;



•

the appointment of a chairman and vice chairman of the board of directors and specified officers of Molson Coors; and



•

the revision of specified provisions relating to the calling of and conduct at stockholder meetings and the making of stockholder nominations and proposals.

        The restated bylaws are attached to this document as Annex H. Please read the bylaws as they, together with the certificate of incorporation, are the principal legal documents that will govern the rights of stockholders of Molson Coors after the merger transaction.

Pentland and Coors Trust Voting Trust Agreements (See page 116)

        The Coors Trust, the sole holder of the Coors Class A common stock, and Pentland, the principal holder of Molson Class B common shares, will enter into voting trust agreements upon completion of the merger transaction in order to combine their voting power over any Molson Coors Class A

28

common stock and Class A exchangeable shares that they will own following completion of the merger transaction.

        Based on their stockholdings as of    •    , 2004 and giving effect to the merger transaction, the Coors Trust and Pentland will have     •    % and    •    %, respectively, of the combined voting power of the Molson Coors Class A common stock and special Class A voting stock (the votes of which are directed by holders of Class A exchangeable shares). Peter H. Coors, chairman of Coors, is a trustee for the Coors Trust, and Eric H. Molson, chairman of the Molson board of directors, indirectly controls Pentland.

The Special Meetings

Molson will hold a special meeting of its securityholders to approve the arrangement (See page 46)

        Molson will hold a special meeting of the holders of Class A non-voting shares, Class B common shares and options to purchase Class A non-voting shares on    •    2004, at    •    .m. (Montréal time), at     •    , Montréal, Québec. At the Molson special meeting in accordance with an interim order of the Superior Court of Québec dated    •    , 2004, Molson securityholders will be asked to consider and vote upon the special resolution to approve the arrangement under section 192 of the CBCA to effect the combination of Molson and Coors.

Molson securityholder approvals will be required to complete the merger transaction (See page 47)

        Each holder of Molson Class A non-voting shares and Molson Class B common shares as of the close of business on     •    , 2004 is entitled to one vote per share on any matter to be considered at the Molson special meeting. Each holder of Molson options to purchase Class A non-voting shares at the close of business    •    , 2004, is entitled to one vote for each Molson Class A non-voting share that the holder would have received upon a valid exercise of the holder's Molson options regardless of whether they are currently exercisable. The required approvals for the Molson special resolution are (i) 66²/3% of the votes cast at the Molson special meeting by holders of Molson Class A non-voting shares and holders of Molson options voting together as a class, and (ii) 66²/3% of the votes cast at the Molson special meeting by holders of Molson Class B common shares voting as a class.

Ownership of Securities of Directors and Executive Officers of Molson (See page 208)

        On the record date, directors and executive officers of Molson and their affiliates beneficially owned and had the right to vote:

•

•    Molson Class A non-voting shares, representing approximately    •    % of that class outstanding on the record date.



•

options to purchase    •    Molson Class A non-voting shares representing approximately     •    % of the options outstanding on the record date.



•

•    Molson Class B common shares, representing approximately    •    % of that class outstanding on the record date.

        In addition, Pentland has entered into a voting agreement with Coors and the Coors Trust, under which Pentland has committed to vote all of its Molson Class B common shares in favor of the Molson special resolution. As of the record date, Pentland, which is indirectly controlled by Eric H. Molson, owned    •    % of the Molson Class B common shares.

        Pentland and Swiftsure Trust are parties to an agreement that restricts the transfer or conversion of shares of Molson by the parties to the agreement. The agreement provides for its termination in certain circumstances and for the provision of notice of termination by one party to the other in those circumstances, which include a party reaching a specified ownership level in the shares of Molson.

29

Molson and Coors have been advised by Pentland that it has taken steps towards the termination of the agreement. In the event that the merger transaction is not completed, solely as a result of Pentland's failure to terminate the agreement with Swiftsure Trust, Pentland has agreed that it will indemnify Coors for specified expenses of Coors and the Coors Trust relating to the merger transaction up to an aggregate U.S.$15 million.

Coors will hold a special meeting of its stockholders to approve the Coors share issuance and the Coors charter amendment (See page 52)

        Coors will hold a special meeting of stockholders on at    •    .m. (local time) at Coors Brewing Company, Sixth Floor Auditorium, Brewery Complex, 12^th and Ford Streets, Golden, Colorado. At the Coors special meeting:

•

holders of shares of Coors Class A common stock will be asked to consider and vote on the Coors share issuance and the Coors charter amendment; and



•

holders of shares of Coors Class B common stock will be asked to consider and vote on the Coors charter amendment.

Coors stockholder approvals will be required to complete the merger transaction (See page 53)

        Each holder of shares of Coors Class A common stock as of the close of business on    •    , 2004 is entitled to one vote per share on any matter to be considered at the Coors special meeting. Each holder of shares of Coors Class B common stock as of the close of business on     •    , 2004 is entitled to one vote per share on the Coors' charter amendment at the Coors special meeting.

        To become effective, the Coors share issuance requires the affirmative vote of a majority of the votes cast on the proposal by holders of shares of Coors Class A common stock at the Coors special meeting at which the total votes cast by holders of shares of Coors Class A common stock represent at least a majority of the issued and outstanding shares of Coors Class A common stock.

        To become effective, the Coors' charter amendment proposal requires (i) the affirmative vote of the holders of a majority of the outstanding shares of Coors Class A common stock, voting as a separate class, and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Coors Class B common stock, voting as a separate class.

        Unless both proposals are approved and the merger transaction is completed, neither proposal will be implemented.

Stock Ownership of Directors and Executive Officers of Coors (See page 255)

        On the record date, directors and executive officers of Coors and their affiliates beneficially owned and had the right to vote     •    shares of Coors Class B common stock, representing approximately    •    % of that class outstanding on the record date.

        In addition, the Coors Trust, for which Peter H. Coors, chairman of Coors, is a trustee, beneficially owns 1,260,000 shares of Coors Class A common stock, representing 100% of that class outstanding on the record date and    •    shares of Coors Class B common stock, representing    •    % of that class outstanding on the record date. Peter H. Coors disclaims beneficial ownership of the 1,260,000 shares of Coors Class A common stock and the     •    shares of Coors Class B common stock held by the Coors Trust.

        The Coors Trust, Peter H. Coors and Keystone Financing LLC, holders of 100% of the Class A common stock and    •    % of the Class B common stock in the aggregate as of the record date, have entered into a voting agreement with Molson and Pentland, under which they have committed to vote all of their shares of Coors Class A common stock and Coors Class B common stock, in favor of the

30

Coors share issuance and the Coors charter amendment. As a result of the agreed-upon votes, the Coors share issuance is assured of approval at the Coors special meeting.

Risk Factors (See page 39)

        There are certain risks that should be considered by the Coors stockholders and the Molson shareholders and optionholders in evaluating whether to approve the merger transaction. Some of these risks relate directly to the merger transaction while others relate to the business of the combined company. These risks include: