Acquisition of Consol for $1 billion

Ardagh Group S.A. (“Ardagh”) announces that it has agreed to acquire Consol Holdings Proprietary Limited (“Consol”), the leading producer of glass packaging on the African continent, for an equity value of ZAR10.1 billion ($635 million). Headquartered in Johannesburg, and founded in 1946, Consol is the market leader in South Africa, operating four well-invested glass production facilities. It serves a broad range of leading international, regional and domestic customers, principally in the beer, wine, spirits, food and non-alcoholic beverage sectors.

In the year to June 30, 2021, Consol reported consolidated revenues of ZAR9.0 billion ($566 million). South Africa represented approximately 90% of revenues, with the balance represented by smaller production facilities in Kenya, Nigeria and Ethiopia. Glass consumption in Consol’s markets is projected to continue to increase, driven by long-term trends, including population growth, rising income levels and shifts to premium one-way sustainable glass packaging.

The enterprise value of the transaction represents a multiple of approximately 6.6 times LTM Adjusted EBITDA to September 30, 2021. Ardagh expects to finance the acquisition through a combination of its own cash resources and the assumption of ZAR5.7 billion ($358 million) existing net debt at Consol. Completion of the acquisition is subject to certain conditions, including regulatory approvals that are expected to be obtained in the second quarter of 2022.

Ardagh Chairman, Paul Coulson, commented: “We are very pleased to expand our European and North America presence in glass packaging into Africa with the acquisition of Consol, a high-quality business, led by an excellent management team. Consol is a market leader in the region, with great relationships across a diversified domestic and multinational customer base. Virtually all of Consol’s multinational customers are also customers of Ardagh. We look forward to welcoming Consol to the Ardagh family and to investing in the long-term growth of the African market, driven by consumer trends and rising sustainability awareness.”

Bruce MacRobert, Chairman of Consol, remarked that: “The Consol team has built a great business, with an established reputation for delivering quality products to a growing customer base. Ardagh’s long-term presence in, and commitment to, glass packaging, makes it the ideal owner to continue this progress.”

Citigroup acted as exclusive financial adviser to Ardagh, and Barclays acted as exclusive financial adviser to Consol.