HARTSVILLE, S.C., Oct 10, 2011 (BUSINESS WIRE) –
Sonoco
/quotes/zigman/241176/quotes/nls/son SON
-0.07%
, one of the largest diversified global packaging
companies, today announced that it has signed a definitive agreement to
acquire Tegrant Corporation, a leading provider of highly engineered
protective, temperature-assured and retail security packaging solutions,
from Metalmark Capital for $550 million in cash. The final consideration
is subject to a normal adjustment of net working capital.
According to Harris E. DeLoach, Jr., Sonoco chairman and chief executive
officer, the acquisition of Tegrant is the largest in Sonoco’s history
and will create a North American leader in multimaterial protective
packaging. Tegrant is projected to generate 2011 sales of approximately
$440 million. When combined, Sonoco is projected to generate sales of
approximately $5.0 billion in 2012. The transaction is expected to be
accretive to Sonoco’s 2012 pro forma earnings by approximately $.10 per
diluted share, including estimated adjustments for purchase accounting
and approximately $11 million of expected synergies, when fully realized.
The total purchase consideration, adjusted for expected tax benefits, is
approximately 6.8 times Tegrant’s estimated pro forma 2011 EBITDA of
approximately $74 million(1), including synergies. The
transaction is expected to be financed from existing cash and debt with
an estimated credit leverage ratio of 2.2 times at closing. Sonoco
intends to reduce the incremental debt using free cash flow over the
next few years. The acquisition is subject to normal regulatory review
and is expected to close in November 2011.
Tegrant is headquartered in DeKalb, Ill., and operates three strategic
business units. Protexic(TM) Brands, the largest business unit, is North
America’s premier manufacturer of molded expanded foam. It serves a
number of industries, including high technology, consumer electronics,
automotive, appliances and medical devices. Tegrant’s ThermoSafe(R) Brands
unit is the world’s leading provider of temperature-assured solutions,
primarily used in packaging temperature-sensitive pharmaceuticals and
food. Tegrant’s Alloyd Brands(R) business unit is a leading manufacturer
and designer of high-visibility packaging, printed products and blister
packaging machines for retail and medical markets. Tegrant operates more
than 30 manufacturing, design and testing facilities in the United
States, Mexico and Ireland and employs more than 2,000 employees.
“The addition of Tegrant and its family of businesses significantly
advances Sonoco as a protective packaging solutions leader and greatly
expands the products, services and capabilities we can offer our
customers,” said DeLoach.
“Sonoco’s combined Protective Packaging businesses will represent
approximately 11 percent of Sonoco’s projected 2012 sales and further
enhance our ability to grow in both consumer and industrial markets
globally. As an example, Tegrant brings to Sonoco immediate access to
faster growing markets such as medical devices, pharmaceuticals, and
health and beauty, while providing us expanded access to a variety of
industrial components and automotive markets.”
DeLoach said that Tegrant’s president and chief executive officer, Ron
Leach, has agreed to stay with Sonoco and continue leading Tegrant’s
businesses. John Colyer, Sonoco’s vice president, Global Industrial
Converting, will be given expanded responsibility for the Company’s
global protective packaging, tubes and cores, and wire and cable reels
integration leader for the combined Sonoco Protective Packaging
businesses.
Macquarie Capital served as financial advisor to Sonoco. Tegrant was
represented by Sagent Advisors.
Conference Call and Webcast
Sonoco will host a conference call and webcast today, Monday, October
10, 2011, at 10 a.m. Eastern time, to review the Tegrant acquisition. To
participate in the conference call, dial 866-730-5763 (international
callers should dial +857-350-1587) and use the participant code,
65166955. In addition, the live conference call can be accessed in a
“listen only” mode via the Internet at
http://www.sonoco.com/ ,
under the Investor Relations section. A telephonic replay of the call
will be available starting at 1 p.m. Eastern time to U.S. callers at
888-286-8010 (international callers at +617-801-6888). The replay
passcode for both U.S. and international calls is 44015383. The archived
telephone call will be available through November 10, 2011. The webcast
also will be archived in the Investor Relations section of Sonoco’s
website.
About Sonoco
Founded in 1899, Sonoco is a $4.1 billion global manufacturer of
industrial and consumer products and provider of packaging services,
with more than 300 operations in 34 countries, serving customers in some
85 nations. Sonoco is a proud member of the Dow Jones Sustainability
World Index. For more information on the Company, visit our website at
http://www.sonoco.com/ .
About Metalmark Capital
Metalmark Capital is a leading private equity firm whose principals have
a long track record of successful investing in targeted sectors, with
particular focus and competence in energy and natural resources,
industrials and healthcare. Metalmark Capital seeks to build long-term
value through active and supportive partnerships with the companies and
management teams in which it invests. Metalmark Capital is an investment
center of Citi Capital Advisors. For more information, please visit
http://www.metalmarkcapital.com .
Forward-looking Statements
Statements included herein that are not historical in nature, are
intended to be, and are hereby identified as “forward-looking
statements” for purposes of the safe harbor provided by Section 21E of
the Securities and Exchange Act of 1934, as amended. The words
“estimate,” “project,” “intend,” “expect,” and similar expressions
identify forward-looking statements. Forward-looking statements include,
but are not limited to, statements regarding future sales, earnings, tax
benefits, synergies and free cash flows.
These forward-looking statements are based on current expectations,
estimates and projections about our industry, management’s beliefs and
assumptions made by management. Such information includes, without
limitation, discussions as to estimates, expectations, beliefs, plans,
strategies and objectives concerning our future financial and operating
performance. These forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
assumptions that are difficult to predict and, in many cases, are beyond
the control or knowledge of management. Therefore, actual results may
differ materially from those expressed or forecasted in such
forward-looking statements.
The Company undertakes no obligation to publicly update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional information concerning some of the factors that could cause
materially different results is included in the Company’s reports on
forms 10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission. Such reports are available from the Securities and Exchange
Commission’s public reference facilities and its website,
http://www.sec.gov ,
the Company’s investor relations department and the Company’s website,
http://www.sonoco.com .
(1) Non-GAAP Financial Measures.
Tegrant’s management estimated pro forma 2011 EBITDA is a non-GAAP
financial measure that is generally defined as earnings before interest
expense, income taxes, depreciation, depletion and amortization.
SOURCE: Sonoco
Sonoco
Roger Schrum, +843-339-6018
roger.schrum@sonoco.com
Copyright Business Wire 2011
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Oct. 26, 2011 4:02p
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