Bemis to Acquire Alcan Packaging Food Americas

Sun Jul 5, 2009 10:12pm EDT
 
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Bolsters Bemis` Flexible Packaging Business with Additional Technologies, an
Expanded Product Offering, and Operational Synergies

Bemis Investor Webcast Monday, July 6 at 9:00 a.m. Central Time


NEENAH, Wis.--(Business Wire)--
Bemis Company, Inc. (NYSE:BMS) announced today that it has signed a definitive
agreement to acquire the Food Americas operations of Alcan Packaging, a business
unit of international mining group Rio Tinto plc (LON: RIO) (ASX: RIO), for $1.2
billion. Pursuant to the agreement, Bemis will acquire 23 Food Americas flexible
packaging facilities in the U.S., Canada, Mexico, Brazil, Argentina, and New
Zealand. These facilities produce flexible packaging for the food and beverage
industries. The transaction is expected to be accretive to diluted GAAP earnings
per share (EPS) beginning in 2010. 

For the year ended December 31, 2008, Alcan Packaging Food Americas recorded net
sales of $1.5 billion and adjusted EBITDA of approximately $166 million. The
purchase price represents an adjusted EBITDA multiple of approximately 6.7 times
when taking into account the estimated $100 million of tax benefits related to
the structuring of much of the transaction as a purchase of assets. Further
adjusting the valuation for estimated annual run-rate synergies of $65 million
results in an adjusted EBITDA multiple of approximately 4.8 times. The
transaction is expected to close by the end of 2009, subject to customary
closing conditions and regulatory review. 

"We are very pleased to add Alcan Packaging`s Food Americas business to the
Bemis organization," said Henry Theisen, Bemis President and Chief Executive
Officer. "Both Bemis and Alcan Packaging have strong, collaborative
relationships with renowned food and consumer products customers. We each have a
long history of dedication to outstanding quality and manufacturing excellence.
In pooling our resources, we will diversify our existing technologies and
product lines which will broaden our product offering and augment our technical
capabilities. This acquisition provides value from all angles and is a prudent
investment in Bemis` future." 

Highlights of the transaction:

* Increased global presence: Bemis` pro forma 2008 net sales increase 40 percent
to approximately $5.3 billion, with the percentage of net sales to the resilient
food packaging space increasing from 57 percent to approximately 70 percent of
total Bemis net sales. The transaction also adds nearly 4,600 employees to
Bemis` global workforce for a total of over 20,000 employees at 84 manufacturing
locations worldwide. 
* Substantial synergy opportunity: Bemis expects over $65 million of annual
run-rate pre-tax synergies to be achieved by the end of the second year
following the acquisition date. Of this total improvement, nearly 50 percent is
expected to be achieved within 12 months of completing the transaction. These
improvements will be achieved primarily by optimizing product mix, improving
operational and supply chain efficiencies, and reducing duplicate administrative
costs. 
* Financing structure preserves solid investment grade credit rating: Management
intends to fund the purchase price with a combination of $1.0 billion in debt
and $200 million in equity. Management is confident that the combined companies
will generate strong free cash flow to support diligent debt repayment and an
investment grade credit rating.

"Bemis has historically maintained a strong balance sheet to ensure our ability
to take advantage of opportunities like this," said Theisen. "Alcan Packaging
Food Americas has demonstrated a commitment to investing in their operations and
their workforce. The combined companies are expected to generate cash flow
sufficient to rapidly reduce debt outstanding while maintaining our combined
portfolio of world class manufacturing facilities, investing in growth
opportunities, and supporting Bemis` historic dividend policy. The two companies
clearly complement each other, and I`m looking forward to the exciting future
this combination will bring." 

Barclays Capital and Greenhill & Co. are acting as financial advisors to Bemis
for this transaction, while Baker & McKenzie LLP is acting as primary legal
advisor to Bemis. 

Investment Community Conference Call and Webcast

Bemis will host a conference call and webcast with slides, to discuss this
transaction on Monday, July 6, 2009, at 9:00 a.m. Central Time (10:00 a.m.
Eastern Time). Individuals are encouraged to access the live webcast at Bemis`
website, www.bemis.com, in the "Investor Relations" section. Individuals also
can listen to the live conference call in the United States by dialing
800-946-0744. The passcode is 4339498. A replay of the call will be available
until July 13, 2009, by dialing 719-457-0820. The replay passcode is also
4339498. Copies of the presentation related to the transaction webcast will be
available at Bemis` website. 

Forward Looking Statements

Statements in this release that are not historical, including statements
relating to the expected future performance of the Company, are considered
"forward-looking" and are presented pursuant to the safe harbor provisions of
the Securities Litigation Reform Act of 1995. Such content is subject to certain
risks and uncertainties, including but not limited to future changes in cost or
availability of raw materials, consumer buying patterns under certain economic
conditions, changes in customer order patterns, the results of competitive bid
processes, costs associated with the pursuit of business combinations (pursuant
to SFAS No. 141R), unexpected costs associated with completing the acquisition,
a failure in our information technology infrastructure or applications, foreign
currency fluctuations, changes in working capital requirements, and the
availability and related cost of financing from banks and capital markets.
Actual future results and trends may differ materially from historical results
or those projected in any such forward-looking statements depending on a variety
of factors which are detailed in the Company`s regular SEC filings including the
most recently filed Form 10-K for the year ended December 31, 2008. 

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 Web site, Bemis` investor relations department, and Bemis`
Web site, www.bemis.com. 

About Bemis Company, Inc.

Bemis Company is a major supplier of flexible packaging and pressure sensitive
materials used by leading food, consumer products, manufacturing, and other
companies worldwide. Founded in 1858, the Company reported 2008 net sales of
$3.8 billion. The Company`s flexible packaging business has a strong technical
base in polymer chemistry, film extrusion, coating and laminating, printing and
converting. The Company`s pressure sensitive materials business specializes in
adhesive technologies. Headquartered in Neenah, Wisconsin, Bemis employs about
15,800 individuals in 61 manufacturing facilities in 11 countries around the
world. More information about the Company is available at its website,
www.bemis.com. 

About Alcan Packaging

Alcan Packaging, a business unit of international mining group Rio Tinto plc, is
a global leader in value-added specialty packaging for the food, pharmaceutical,
beauty and tobacco industries. Headquartered in Paris, France, Alcan Packaging
is comprised of 129 facilities and 29,000 employees in 31 countries. Alcan
Packaging`s Food Americas division is based in Chicago, Illinois and operates 23
facilities in North America, South America, and New Zealand with 4,600
employees. For more information, please visit www.alcanpackaging.com. 





Bemis Company, Inc.
Melanie E. R. Miller, 920-527-5045
Vice President, Investor Relations
and Treasurer
Kristine Pavletich, 920-527-5159
Public Relations Specialist 



Copyright Business Wire 2009

 

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