Ardagh Group signs definitive Share Purchase Agreement to acquire Verallia North America
Ardagh Group, a global leader in glass and metal packaging solutions, today announced that it has now entered into a definitive share purchase agreement 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). The transaction is subject to US regulatory approval and is expected to close later this year.
Ardagh also announced that it has successfully raised a total of (1) US$1,270 million, through the issue of US$420 million 4⅞% Senior Secured Notes and US$850 million 7% Senior Notes, and (2) €250 million, through the issue of euro denominated 5% Senior Secured Notes. The proceeds from the issue and sale of the Notes will be used to pay the cash consideration for the acquisition and certain costs and for general corporate purposes, including repayment of existing debt.
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).
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.
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 is 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.
30 January 2013