SIG and Elopak to create the world's n°.2 in the beverage and food carton packaging industry
The price may be increased up to CHF 350 in return for SIG's Board of Directors granting due diligence and a satisfactory outcome of the due diligence review.
29/09/06 FERD, the owner of the beverage and food carton packaging provider Elopak, and CVC Capital Partners have today jointly published a preliminary announcement to launch an all-cash offer for the entire share capital of SIG Holding Ltd. ('SIG') at CHF 325 per share ('Offer').
This price may be increased up to CHF 350 in return for SIG's Board of Directors granting due diligence and a satisfactory outcome of the due diligence review.
The Offer values SIG's equity at approximately CHF 2.1 billion and implies an enterprise value of approximately CHF 2.3 billion. At CHF 325, the Offer translates into a multiple of 30.0 times earnings per share or 16.9 times EBIT, respectively, for the 12 months ended 30 June 2006.
The combination of SIG and Elopak ('Combined Group') follows a compelling industrial logic and is in the best interest of SIG shareholders, customers, employees and other stakeholders:
- the businesses are highly complementary, both from a product and geographic perspective. In particular, the Combined Group will have a broader global footprint from which to offer customers a wider range of products and solutions;
- the Combined Group will be present in all key global carton packaging markets with product offerings across the whole range of beverage and food carton packaging and will offer attractive opportunities for further expansion in high growth, emerging markets;
- combining the R&D resources and leveraging them with a best practice approach will increase the accuracy and speed to market of innovative packaging solutions;
- the partnership between SIG and Elopak will enable the Combined Group to enhance top-line growth and generate operational synergies through a combined product offering and the sharing of commercial, operational and logistics best practices.
Commenting on the Offer, Johan H. Andresen, Jr., CEO and Owner of FERD said: 'SIG and Elopak are highly complementary and the fundamental industrial logic of a combination is compelling and well recognised by both companies. Both companies have been trying to negotiate a transaction for a considerable time. We have repeatedly been seeking the support of the SIG Board of Directors for the proposed transaction and are now directing this proposal to SIG shareholders on the basis of our current knowledge of the Company. We are pleased to note that the Board of Directors in their press announcement of last night has now agreed to make due diligence available to us. We believe that our proposal is the best solution for SIG and its shareholders.'
FERD and CVC's plans for the SIG business. Following the successful completion of the Offer, FERD and CVC Capital Partners intend to transfer Elopak to SIG in order to optimally position the company for future growth. FERD and CVC Capital Partners are committed to the long-term ownership and continued development of the Combined Group and to the investment needs of the business in the future. FERD and CVC Capital Partners intend to safeguard the existing employment rights of all SIG management and employees.
Financing
The offeror will be a new holding company (Newco) established for this transaction. Equity in Newco will be jointly subscribed by FERD and CVC Capital Partners. FERD as industrial partner will hold an interest of slightly more than 50 percent.
Johan H. Andresen, Jr., CEO and Owner of FERD said: 'We are delighted to facilitate this transaction with CVC Capital Partners. We chose CVC because they have significant experience in working with industrial partners in joint ownership companies and an excellent investment track record in the packaging industry.'
Peter Törnquist, Senior Managing Director of CVC Capital Partners said: 'The combination of SIG and Elopak is a winning formula. We are excited to have the opportunity to contribute to the execution of a strategic combination with a strong industrial logic and to support the two companies in their next phase of development and expansion.'
Debt financing for the transaction is provided by ABN Amro, Danske Bank, Deutsche Bank and Nordea.
Antitrust
FERD and CVC Capital Partners have taken advice on antitrust matters on the basis of which they believe that no material antitrust issues are likely to arise in relation to the Offer. The Offer will be subject to the review by the European Commission. FERD and CVC Capital Partners are confident that it will be cleared during a Phase I review. It is anticipated that the required notification will be submitted to the European Commission soon.
Preliminary timetable of the transaction A copy of the formal preliminary announcement of the public tender offer is available at www.elosig.ch. The offering prospectus is expected to be published on 6 November 2006.
Conditions
The Offer is subject to the following main conditions: a) Acceptance level of 75% of SIG's issued share capital; b) Approval by the relevant competition authorities; c) Cancellation of registration limitations and voting rights restrictions; d) Absence of material adverse change at SIG.
Advisors
In connection with this transaction, FERD and CVC Capital Partners have retained Deutsche Bank and ABN Amro to act as their financial advisors. Lombard Odier Darier Hentsch & Cie is tender agent.
