Ardagh Group, a global leader in glass and metal packaging solutions, today announced that it has made a binding and irrevocable offer and entered into exclusive negotiations with Compagnie de Saint-Gobain to purchase from it the entire issued share capital of Verallia North America (“VNA”) in a transaction involving total consideration of approximately US$1.7 billion (€1.275 billion). Compagnie de Saint-Gobain has convened a meeting of its works council to hold mandatory consultations in relation to this binding and irrevocable offer. The transaction would be subject to US regulatory approval and would be expected to close later this year.
VNA, which has its headquarters in Muncie, Indiana, is the second largest glass container manufacturer in the US, serving the North American wine, food and beverage industries. It produces approximately 9 billion containers annually from its 13 facilities located throughout the United States and employs approximately 4,400 people. VNA has annual revenues of approximately US$1.6 billion (€1.2 billion).
Paul Coulson, Ardagh Group Chairman, commented:
“The acquisition of Verallia North America would be another important milestone in the evolution of Ardagh as it would add scale, diversity and value to our global packaging operations. The transaction would increase the size of our glass business globally by almost 60% and be a very significant step in developing our operations in the US. It would result in approximately 40% of Ardagh Group’s total sales and EBITDA being generated in the US.”
Niall Wall, Ardagh Group CEO, commented:
“We are delighted with the prospect of completing this transaction as VNA is a very innovative business that would allow us to expand our glass operations into the very important wine sector in the US for the first time. It represents an excellent opportunity to provide our US customers with enhanced competitiveness and improved levels of service through the achievement of greater operational efficiencies.”
Ardagh also announced that it will raise, partly in euro and partly in US dollars, a total of US$1.45 billion equivalent of debt financing through the issue of Senior Secured Notes and Senior Notes. The proceeds from the issuance and sale of the Notes would be used to pay the cash consideration for the acquisition and certain costs.
Ardagh Trading Update
We expect our performance in the fourth quarter of 2012 (including the acquisitions of Anchor Glass, Leone Glass and the Boxal Metal Packaging business on a pro forma basis) will be as follows:
•Total Group Revenues will be mid-single digit percentage greater than in the fourth quarter of 2011, with very low double digit percentage increase in our Glass Packaging division and flat to marginally lower in our Metal Packaging division; and
•Combined EBITDA (Glass Packaging and Metal Packaging) to be marginally higher than that of the fourth quarter of 2011.
About Ardagh Group S.A.
Ardagh Group, based in Luxembourg, is a global leader in glass and metal packaging solutions, producing packaging for most of the world's leading food, beverage and consumer care brands. After completion of this transaction, it would operate 113 facilities in 26 countries, employ some 22,000 people and have global sales exceeding €5.4 billion. Ardagh’s customers include: AB InBev, Heineken, Diageo, Pernod Ricard, Bacardi Martini, Heinz, Nestle, Kraft, Danone, Unilever, Procter & Gamble, L’Oreal, Snapple, Coca Cola, Del Monte and many more international brands.
Advisers
Citi acted as financial adviser to Ardagh and provided committed financing for the acquisition. Freshfields Bruckhaus Deringer LLP and Shearman and Sterling LLP acted as legal counsel to Ardagh.
Ends
This announcement is not an offer of any security for sale in the United States. The securities mentioned in this announcement may not be offered or sold in the United States absent registration or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus, which will contain detailed information about the company and management, as well as financial statements. The Notes are not being offered, and will not be sold, to persons in the United States other than Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act of 1933. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.
