Gibraltar Packaging Group, Inc. Announces Definitive Merger Agreement
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HASTINGS, Neb.--(Business Wire)-- Gibraltar Packaging Group, Inc. (Pink Sheets: PACK) today announced that it has entered into a definitive agreement and plan of reorganization, merger and dissolution with Rosmar Packaging Group, Inc., a leader in the packaging and printing industry in North America. Under the terms of the agreement, a newly-formed corporation to be owned by the current stockholders of Gibraltar will become a wholly-owned subsidiary of Rosmar, the stockholders of such newly-formed corporation will receive $4.25 in cash, without interest, for each share they own at the effective time of the merger and Gibraltar will dissolve. The transaction is expected to be completed during the second quarter of this year, subject to receipt of Gibraltar stockholder approval and Rosmar obtaining financing to complete the transaction. In connection with the proposed transaction, Gibraltar will mail a proxy statement to its stockholders. Stockholders are advised to read the proxy statement because it contains important information about the proposed transaction. Duff & Phelps acted as financial advisor to the Board of Directors of Gibraltar and has delivered a fairness opinion to the Board. Greenberg Traurig, LLP is acting as legal advisor to Gibraltar and Gowling Lafleur Henderson LLP and Torys LLP are acting as legal advisors to Rosmar. About Gibraltar Packaging Group, Inc. Gibraltar Packaging Group, Inc. designs and manufactures specialty packaging products in facilities located in Nebraska and North Carolina, and markets these products primarily to consumers throughout the United States. Gibraltar's products include folding cartons, specialty laminated containers and flexible packaging for a wide variety of businesses. About Rosmar Packaging Group, Inc. Rosmar is a Novacap II, LP portfolio company headquartered near Montreal, Quebec. It operates plants in Baie d'Urfe (Quebec), Hamilton (Ontario), Phoenix (Arizona) and High Point (North Carolina). Rosmar is a leader in the packaging and printing industry in North America and with this transaction it solidifies its business platform to become a significant independent player in the value-added folding carton, packaging and printing industry in the North American marketplace. Beyond being a printer of distinction, Rosmar analyses, designs and manufactures cardboard packaging for a wide variety of products in industries as diverse as pharmaceutical, food and beverage, confectionary, houseware, hardware, automotive, medical, textile, personal care, pet products and toys. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements based on current Gibraltar management expectations. These forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against Gibraltar and others following announcement of the merger agreement; (3) the inability to complete the merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the merger; (4) the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received by Rosmar in connection with the merger; (5) risks that the proposed transaction disrupts current plans and operations; (6) the ability to recognize the benefits of the merger; and (7) the amount of the costs, fees and expenses related to the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Gibraltar's ability to control or predict. Gibraltar undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Gibraltar Packaging Group, Inc. Brett Moller, 402-462-7510 VP Finance or Rosmar Packaging Group, Inc. Domenic Mancini, 450-651-5000, ext. 238 Chairman Copyright Business Wire 2008
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