TIDMSKG
Smurfit Kappa Group plc ("SKG" or the "Group"), one of the
world's largest integrated manufacturers of paper-based packaging
products with operations in Europe and the Americas, is pleased to
announce that it has agreed to acquire Reparenco, a privately owned
paper and recycling business in the Netherlands, for a cash
consideration of approximately EUR460 million (the 'Transaction')
following a competitive process.
Reparenco operates a two machine paper mill in the Netherlands
with a capacity of 675,000 tonnes together with a 750,000 tonne
recovered fibre operation. Reparenco employs 315 people with Gross
Assets of EUR189 million and generated EBITDA of EUR41 million in
the 12 months to April 2018, during which time the business
continued to ramp up production.
The acquisition represents a transaction multiple,
pre-synergies, of 6.4x the expected full year 2018 EBITDA for
Reparenco of EUR72 million.
Reparenco's strong strategic fit with SKG's existing European
businesses is expected to deliver significant synergies in the
near-term in a number of areas, including increased integration of
containerboard and the recycling operations into the Group.
The cash consideration will be funded from the Group's existing
resources. It is expected that the Transaction will complete within
four to six weeks subject to customary completion conditions and
adjustments and regulatory approval.
Smurfit Kappa Group will host a conference call, for analysts
and institutional investors today, 24 May, at 9.00 BST (04.00 ET).
Dial in details call are included at the end of this release.
Transaction Highlights
-- Accelerates the Group's strategic objectives under its Medium Term
Plan;
-- Delivers EBITDA day 1 with no start-up risk;
-- Acquisition of a paper mill with a capacity of 675,000 tonnes in SKG's
core operating region in Europe;
-- Mill comprises two machines with capacity of 405,000 tonnes of
recycled containerboard and 270,000 tonnes of graphic paper
(with the
potential for conversion to containerboard);
-- Mill includes a 750,000 tonne recovered fibre operation; and,
-- Strengthens SKG's paper integration - the Group is currently short
700,000 tonnes of recycled containerboard in Europe.
Smurfit Kappa Group CEO, Tony Smurfit, commented: "We are
pleased to announce our agreement to acquire Reparenco,
successfully concluding a process which began on February 1st this
year. The acquisition of Reparenco is complementary with our
existing business; strengthens our integrated business model; and
accelerates a central element of our medium term plan.
We welcome all the Reparenco employees to Smurfit Kappa. We
believe there is a strong cultural fit between our businesses and
that, together, we will generate value in the short, medium and
long term for all our stakeholders."
The details for the call are outlined below:
Europe: + 44 333 300 0804
Ireland: + 353 1 431 1252
USA: + 1 631 913 1422
Passcode: 83652919#
Contacts
Garrett Quinn Melanie Farrell or Mark Kenny
Smurfit Kappa FTI Consulting
T: +353 1 202 71 80 T: +353 1 765 0883
E: ir@smurfitkappa.com E: smurfitkappa@fticonsulting.com
About Smurfit Kappa
Smurfit Kappa, a FTSE 100 company, is one of the leading
providers of paper-based packaging solutions in the world, with
around 46,000 employees in approximately 370 production sites
across 35 countries and with revenue of EUR8.6 billion in 2017. We
are located in 22 countries in Europe, and 13 in the Americas. We
are the only large-scale pan-regional player in Latin America.
With our pro-active team, we relentlessly use our extensive
experience and expertise, supported by our scale, to open up
opportunities for our customers. We collaborate with
forward-thinking customers by sharing superior product knowledge,
market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio
of paper-packaging solutions, which is constantly updated with our
market-leading innovations. This is enhanced through the benefits
of our integration, with optimal paper design, logistics,
timeliness of service, and our packaging plants sourcing most of
their raw materials from our own paper mills.
smurfitkappa.com
Check out our microsite: openthefuture.info
Follow us on Twitter at @smurfitkappa and on LinkedIn at
'Smurfit Kappa'.
Further Information
This announcement is not intended to, and does not, constitute
or form part of (1) an offer or invitation to purchase or otherwise
acquire, subscribe for, tender, exchange, sell or otherwise dispose
of any securities, (2) the solicitation of an offer or invitation
to purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities, or (3) the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.
The distribution of this announcement in, into, or from, certain
jurisdictions other than Ireland and the United Kingdom may be
restricted or affected by the laws of those jurisdictions.
Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in,
into, or from any such jurisdiction. Therefore persons who receive
this announcement (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction
other than Ireland and the United Kingdom who are not resident in
Ireland or the United Kingdom will need to inform themselves about,
and observe any applicable restrictions or requirements. Any
failure to do so may constitute a violation of the securities laws
of any such jurisdiction.
Responsibility Statement
The Directors of Smurfit Kappa accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser exclusively for Smurfit
Kappa and no one else in connection with the unsolicited approach
(the "Unsolicited International Paper Approach") from International
Paper Company ("International Paper") and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Smurfit Kappa for providing the protections afforded to clients of
Citi nor for providing advice in relation to any matter referred to
herein.
Davy Corporate Finance ("Davy"), which is authorised and
regulated in Ireland by the Central Bank of Ireland, is acting
exclusively for Smurfit Kappa and no one else in connection with
the Unsolicited International Paper Approach and will not be
responsible to anyone other than Smurfit Kappa for providing the
protections afforded to clients of Davy, or for providing advice in
connection with the matters referred to in this announcement.
Forward-looking Statements
This announcement may include certain "forward looking
statements" with respect to the business, strategy and plans of
Smurfit Kappa and its expectations relating to Smurfit Kappa's
future financial condition and performance. Statements that are not
historical facts, including statements about Smurfit Kappa or
Smurfit Kappa's belief and expectation, are forward looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered" and "likely", and variations of these words
and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend upon future circumstances that may or may not
occur.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, Smurfit Kappa is not under any obligation to update
publicly or revise forward looking statements, whether as a result
of new information, future events or otherwise.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Smurfit Kappa
or International Paper, all "dealings" in any "relevant securities"
of Smurfit Kappa or International Paper (including by means of an
option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by not later than
3.30 pm (Irish time) in respect of the relevant securities of
Smurfit Kappa and 3.30pm (New York time) in respect of the relevant
securities of International Paper on the "business day" following
the date of the relevant transaction. This requirement will
continue until the date on which the "offer period" ends. If two or
more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an "interest"
in "relevant securities" of Smurfit Kappa, they will be deemed to
be a single person for the purpose of Rule 8.3 of the Irish
Takeover Rules.
Under Rule 8.1 of the Irish Takeover Rules, all dealings in
relevant securities of Smurfit Kappa by International Paper, or
relevant securities of International Paper by Smurfit Kappa, or by
any party acting in concert with either of them must also be
disclosed by no later than 12 noon (Irish/UK time) in respect of
the relevant securities of Smurfit Kappa and 12 noon (New York
time) in respect of the relevant securities of International Paper
on the "business day" following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 (0)1 678 9020;
fax number +353 (0)1 678 9289.
Profit Forecast
No statement in this announcement constitutes a profit forecast
for any period, nor should any statement be interpreted to mean
that earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
Smurfit Kappa or International Paper as appropriate. No statement
in this announcement constitutes an asset valuation. The statement
as to the value of the gross assets of Reparenco is included solely
for the purpose of compliance with UK Listing Rule 10.4.1R(2)(d).
It is not a statement by Smurfit Kappa of its view of the value of
the business and assets of Reparenco.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Smurfit Kappa's website at www.smurfitkappa.com
and by no later than 12 noon on the business day following this
announcement.
Neither the content of the websites referred to in this
announcement, nor the contents of any other websites accessible
from hyperlinks on such websites, are incorporated into or form
part of this announcement.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180524005436/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
May 24, 2018 03:00 ET (07:00 GMT)
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