Ardagh Glass acquires Impress Metal Packaging for €1.7 billion

A. for €1.7 billion from private equity firm Doughty Hanson. The enlarged business will trade as Ardagh Packaging Group and will have annual revenues of more than €3 billion. The acquisition is conditional on EU and US competition authority approvals.

Impress is a global metal packaging company with annual revenues of €1.8 billion, operating 57 facilities in 22 countries across five continents and employing 7,500 people. It is a major player in the European, North American and Australasian markets.

Ardagh Glass is currently the third largest glass packaging manufacturer in Europe with revenues of €1.2 billion, operating 24 facilities in seven countries. It employs 6,500 people and provides glass packaging solutions to the food and beverage industry.

Commenting, Ardagh Chairman Paul Coulson said:

“This is a transformational deal for Ardagh providing us with global reach and scale. The acquisition of Impress will enable Ardagh to become a major force in world packaging."

Also commenting, Niall Wall, Ardagh's CEO, said:

"The newly enlarged group will operate 81 facilities with leading market positions across 24 countries. The new business will have considerable scale with sales in excess of €3 billion and employing 14,000 people."

In connection with the acquisition, Ardagh plans to offer approximately €1.7 billion of secured and unsecured notes in euros and US dollars. The Senior Secured Notes will be guaranteed on a senior secured basis by Ardagh Glass Holdings Limited and certain of its wholly-owned subsidiaries. The Senior Notes will be guaranteed on a senior basis by Ardagh Glass Holdings Limited and on a senior subordinated basis by certain of its wholly-owned subsidiaries.

Citi is acting as exclusive financial advisor to Ardagh in relation to this transaction.

Contact: Ed Micheau, Murray Consultants, +353 86 803 7155

The offer and sale of the Notes referred to above will be 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.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor will there be any sale of Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, or any U.S. State security laws. Accordingly, the Senior Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act. The Notes may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration.