TIDMREX TIDMIRSH
RNS Number : 1689W
Ball Corporation
25 April 2016
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW BALL SHARES EXCEPT ON
THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT
WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
25 April 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
REXAM PLC
BY
BALL UK ACQUISITION LIMITED
a wholly-owned subsidiary of
BALL CORPORATION
Ball Reaches Agreement with Ardagh for the Sale and Purchase of
Divestment Assets
On 19 February 2015, the boards of Ball Corporation ("Ball") and
Rexam PLC ("Rexam") announced the terms of a recommended cash and
share offer by Ball UK Acquisition Limited ("Bidco"), a
wholly-owned subsidiary of Ball, for the entire issued and to be
issued share capital of Rexam (the "Offer Announcement").
Defined terms used in this announcement have the same meanings
as in the Offer Announcement, unless otherwise defined herein.
Agreement for sale and purchase of divested assets
Ball today announces it and Rexam have entered into an agreement
with Ardagh Group (the "Equity and Asset Purchase Agreement") to
sell select metal beverage can assets, support locations and
functions in Europe, Brazil and the United States (the "Divestment
Business") for approximately $3.42 billion (subject to customary
adjustments) in order to satisfy certain regulatory requirements in
connection with its proposed acquisition of Rexam (the "Offer").
Completion of the sale of the Divestment Business is subject to a
number of conditions, including receipt of certain regulatory
approvals and completion of the Offer (which requires approval of
the requisite majorities of Rexam Ordinary Shareholders at the
Court Meeting and General Meeting). The sale of certain European
assets within the Divestment Business is subject to completion of
mandatory employee consultation processes.
Pursuant to the Equity and Asset Purchase Agreement, Ball will
sell seven Rexam metal beverage can manufacturing plants and one
Rexam end plant in the U.S.; eight Ball beverage can manufacturing
plants, two Ball end plants and two Rexam beverage can
manufacturing plants in Europe; two Ball beverage can manufacturing
plants in Brazil; and certain innovation and support functions in
Bonn, Germany; Chester, UK; Zurich, Switzerland; Sao Paulo, Brazil;
and Chicago and Elk Grove, Illinois, in the U.S. Such divested
assets had 2015 revenues of approximately $3 billion and EBITDA of
approximately $375 million.
Subject to final global regulatory approvals and approval of the
requisite majorities of Rexam Ordinary Shareholders at the Court
Meeting and General Meeting, Ball expects to close on its proposed
offer for Rexam by the end of June 2016. A further detailed
timetable will be released in due course.
Assuming a successful completion of Ball's proposed offer for
Rexam, the combined Ball global metal beverage business will
operate 75 metal beverage manufacturing facilities and joint
ventures, as well as various support locations in the following
global regions:
-- North and Central America - A total of 26 metal beverage
manufacturing facilities, consisting of:
Ball's 16 metal beverage manufacturing plants located in the
U.S., Canada and Mexico;
Rexam's remaining six beverage can manufacturing plants and one
end plant in the U.S. and Mexico;
One Ball joint venture in North America and two Rexam joint
ventures in Central America;
North and Central America regional office and innovation centre
operating from Ball's existing Westminster, Colorado,
locations.
-- Europe and Russia - A total of 21 metal beverage manufacturing facilities, including:
Ball's metal beverage can manufacturing plants in Bierne,
France, and Belgrade, Serbia, and end manufacturing plant in
Lublin, Poland;
Rexam's remaining 12 beverage can manufacturing plants, one can
and end plant, and two end plants in Europe;
Two Rexam can plants and one can and end plant in Russia;
European regional office operating from Rexam's existing Luton
location and Rexam's existing Tongwell engineering centre, both in
the UK.
-- South America - A total of 14 metal beverage manufacturing facilities, including:
Ball's metal beverage can and end manufacturing plant in Três
Rios and end plant in Simões Filho, Brazil;
Rexam's 12 existing beverage manufacturing plants in Brazil,
Argentina and Chile;
South American regional office located in Rexam's existing Rio
de Janeiro, Brazil, office.
-- Asia, Middle East and Africa ("AMEA") - A total of 14 metal
beverage manufacturing facilities, including:
Ball's four beverage can manufacturing plants in China and one
in Myanmar;
Three Rexam beverage can manufacturing plants in India, Egypt
and Turkey;
Two Ball joint ventures in Thailand and Vietnam, as well as
Rexam's four joint venture facilities in Saudi Arabia and South
Korea;
Regional offices operating from Ball's Hong Kong location and
Rexam's existing Dubai location.
Assuming a successful completion of the transaction, Ball will
remain a New York Stock Exchange listed company domiciled in the
U.S. with global headquarters in Broomfield, Colorado.
Synergies update
In the Offer Announcement, the Ball Responsible Officers stated
that they anticipated Ball would be able to achieve net annual cost
synergies of approximately $300 million in the 3rd financial year
of operations of the Combined Group in its entirety. In the
regulatory announcement dated 30 November 2015 the Ball Responsible
Officers revised this statement to refer to net annual cost
synergies in excess of $300 million. These statements were made on
the basis of the Combined Group in its entirety. The Ball
Responsible Officers now have further information available,
including the extent of the Divestment Business, and have revised
their statement on net annual cost synergies as set out below.
The Ball Responsible Officers, having reviewed and analysed the
potential benefits of the Offer, based on their experience of
operating in the packaging sector and taking into account the
factors Ball can influence, believe that the Combined Group, taking
into account the disposal of the Divestment Business, will be able
to achieve net annual cost synergies in excess of $300 million by
the end of the 3rd financial year of operations of the Combined
Group.
The principal sources of quantified synergies are as
follows:
-- approximately 40 per cent. of the identified synergies are
expected to be generated from reduced costs due to optimising
global sourcing via standardisation and greater purchasing volume
for various direct and indirect materials;
-- approximately 30 per cent. of the identified synergies are
expected to be generated from lower general and administrative
expenses;
-- approximately 24 per cent. of the identified synergies are
expected to be generated from sharing best practices across the
Combined Group to lower production costs and optimising the
expanded production capabilities of the Combined Group; and
-- approximately 6 per cent. of the identified synergies are
expected to be generated from lower freight, logistics and
warehousing costs.
In addition to these quantified synergies, the Ball Responsible
Officers believe that significant further value can be created
through additional opportunities, including:
-- revenue opportunities arising as a result of (i) the creation
of a combined business with a global footprint that more closely
matches the footprint of its customers and their needs for
innovative products; and (ii) the Combined Group's ability to
provide a better, more cost-effective service to its customers;
and
-- balance sheet improvements through improved working capital,
including better inventory management as a result of the larger
plant network.
It is envisaged that the realisation of the identified synergies
will result in non-recurring integration costs of approximately
US$280 million over the first three years. It is anticipated that
the integration costs will have been incurred by the end of the 3rd
financial year of operations of the Combined Group.
Aside from the integration costs, no material dis-synergies are
expected in connection with the Offer. The expected synergies will
accrue as a direct result of the success of the Offer and would not
be achieved on a standalone basis.
Further information on the bases of belief supporting the
Quantified Financial Benefits Statement, including the principal
assumptions and sources of information, is set out below.
Bases of Belief
Initial discussions were held between senior finance and
strategy personnel from Ball and Rexam in January 2015 for the
purposes of allowing Ball to quantify initial estimates of
potential synergies and associated costs relating to the Offer.
Both Ball and Rexam shared certain information to facilitate Ball's
analysis and evaluation of the potential synergies available as a
result of the Offer. In circumstances where data was limited for
commercial or other reasons, estimates and assumptions were made to
aid the development of individual synergy initiatives. Where
appropriate, assumptions were used to estimate the costs of
implementing the new structures, systems and processes required to
realise the synergies.
Very recently, Ball has had limited access to Rexam's
procurement and operational heads under appropriate non-disclosure
and clean team arrangements. This has allowed the confirmation of
certain assumptions and the refinement of the related synergy
opportunities both in terms of nature and quantum.
(MORE TO FOLLOW) Dow Jones Newswires
April 25, 2016 02:00 ET (06:00 GMT)
Ball established a framework to refine these estimates through
diligence discussions. Ball engaged with the relevant functional
heads and other personnel at Ball and Rexam to provide input into
the development process so it could assess and reach a conclusion
on the nature and quantum of the identified synergy
initiatives.
The cost bases used as the basis for the quantification exercise
are 12 months actual cost base to December 2014 for Rexam and the
12 months budgeted cost base to December 2016 for Ball.
The exchange rate used to convert between USD and GBP is
1.528.
Reports
PricewaterhouseCoopers LLP, London, United Kingdom ("PwC UK"),
as reporting accountants to Ball, has provided a report under Rule
28.1(a) of the Code stating that, in its opinion, the Quantified
Financial Benefits Statement has been properly compiled on the
basis stated.
Greenhill & Co. International LLP ("Greenhill"), as lead
financial adviser to Ball, has provided a report for the purposes
of the Code stating that, in its opinion and subject to the terms
of the report, the Quantified Financial Benefits Statement, for
which the Ball Responsible Officers are responsible, has been
prepared with due care and consideration.
Copies of these reports are included in Parts A and B of
Appendix 1 to this announcement. PwC UK and Greenhill have given
and not withdrawn their consent to the publication of their reports
in the form and context in which they are included.
Notes
1. The statements of estimated cost savings and synergies relate
to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost
savings and synergies referred to may not be achieved, or may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. No statement in the
Quantified Financial Benefits Statement, or this document
generally, should be construed as a profit forecast or interpreted
to mean that Ball's earnings in the full first full year following
the Offer, or in any subsequent period, would necessarily match or
be greater than or be less than those of Ball and/or Rexam for the
relevant preceding financial period or any other period.
2. Due to the scale of the Combined Group, there may be
additional changes to the Combined Group's operations. As a result,
and given the fact that the changes relate to the future, the
resulting cost savings may be materially greater or less than those
estimated.
3. In arriving at the Quantified Financial Benefits Statement,
the Ball Responsible Officers have assumed that:
a. there will be no significant impact on the underlying operations of either business; and
b. there will be no material change to macroeconomic, political
or legal conditions in the markets or regions in which in the
Combined Group operates which will materially impact on the
implementation of or costs to achieve the proposed cost savings;
and
c. there will be no material change in exchange rates.
Update on Pre-Condition and Divestiture Condition
As set out in the Offer Announcement, the recommended offer for
the entire issued and to be issued ordinary share capital of Rexam
by Bidco (the "Offer") is subject to the satisfaction or waiver of
a pre-condition relating to the receipt of anti-trust clearances or
the expiry of applicable waiting periods in the EU and the U.S.
(the "Pre-Condition"). Ball today confirmed that the Pre-Condition
is waived and that it and Rexam intend to publish the Scheme
Document and Prospectus within approximately 28 days. A further
detailed timetable will be released in due course.
The Offer Announcement also specified that completion of the
Offer will be subject to a condition that the level of required
divestitures does not give rise to an "Anti-trust Material Adverse
Effect" (the "Divestiture Condition"). "Anti-trust Material Adverse
Effect" means to sell, divest or to otherwise dispose of, any can
production facilities or, with respect to ends, production assets,
which in aggregate generated revenue in excess of US$1.58 billion
during the twelve months ended 31 December 2014.
Ball today confirms that, notwithstanding that the Divestment
Business generated revenue in excess of US$1.58 billion during the
twelve months ended 31 December 2014, it is conditionally waiving
the Divestiture Condition, such waiver being conditional upon: (a)
Ball being satisfied that the sale of the Divestment Business will
be completed in accordance with the terms of the executed Equity
and Asset Purchase Agreement (with any decision that it is not so
satisfied being subject to the prior approval of the Panel) and (b)
the conditions to completion of the sale of the Divestment Business
in the executed Equity and Asset Purchase Agreement (other than the
completion of the Offer and requisite pre-sale reorganisation
steps) having been satisfied or waived prior to the Court hearing
to sanction the Scheme of Arrangement.
Goldman, Sachs & Co. is representing Ball as exclusive
financial advisor in connection with the sale of the Divestment
Business, and Greenhill & Co. International LLP is representing
Ball as lead financial advisor in connection with Ball's proposed
offer for Rexam, with Skadden, Arps, Slate, Meagher & Flom
acting as lead legal advisor, and Axinn, Veltrop and Harkrider
acting as lead antitrust advisor.
Information on Ball
Ball supplies innovative, sustainable packaging solutions for
beverage, food and household products customers, as well as
aerospace and other technologies and services primarily for the
U.S. government. Ball and its subsidiaries employ 15,200 people
worldwide and reported 2015 sales of $8.0 billion. For more
information, visit www.ball.com.
Enquiries
Ball and Bidco
John Hayes, Chairman, President
and Chief Executive Officer
Scott Morrison, Senior Vice President
and Chief Financial Officer
Bob Tettero, Vice President,
Corporate Planning and Development
Ann Scott, Vice President, Investor +1 (303) 469
Relations 3131
Greenhill (Lead financial adviser
to Ball)
David Wyles +44 (0) 20
7198 7400
Pieter-Jan Bouten
Glenn Tilles
+1 (312) 846
Douglas Jackson 5000
FTI Consulting (Public relations
adviser to Ball)
+44 (0) 20
Richard Mountain 3727 1340
Further Information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for, or any invitation
to purchase or subscribe for, or the solicitation of an offer to
purchase or otherwise subscribe for any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise nor shall there be any sale, issuance or
transfer of securities of Ball or Rexam in any jurisdiction in
contravention of applicable laws. The Offer will be made solely
pursuant to the Scheme Document (or in the event that the Offer is
to be implemented by means of a Takeover Offer, the Offer Document)
which will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Offer. Any vote
or response in relation to the Offer should be made solely on the
basis of the Scheme Document (or Offer Document, as the case may
be).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Ball reserves the right to elect in accordance with the
Co-operation Agreement (summarised at Section 11 of the Offer
Announcement), with the consent of the Panel (where necessary), to
implement the Offer by way of a Takeover Offer. In such event, the
Takeover Offer will be implemented on substantially the same terms,
subject to appropriate amendments, as those which would apply to
the Scheme.
Information relating to Rexam Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Rexam Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Rexam may be provided to Ball during the Offer
Period as required under Section 4 of Appendix 4 of the Code.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
who are subject to the laws of another jurisdiction to vote their
Rexam Ordinary Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. This announcement has been prepared for the purpose
of complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of any jurisdiction outside England.
(MORE TO FOLLOW) Dow Jones Newswires
April 25, 2016 02:00 ET (06:00 GMT)
Copies of this announcement and any formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Offer.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to Rexam Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to U.S. investors in Rexam
The Offer relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
Part 26 of the Companies Act. The Offer, implemented by way of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the U.S. Exchange Act of 1934,
as amended. Accordingly, the Offer is subject to the disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in England listed on the London Stock
Exchange, which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules. If, in the
future, Ball exercises its right to implement the Offer by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Offer will be made in compliance with applicable
United States laws and regulations.
The New Ball Shares to be issued pursuant to the Offer have not
been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act. The New Ball
Shares to be issued pursuant to the Offer will be issued pursuant
to the exemption from registration provided by Section 3(a)(10)
under the Securities Act. If, in the future, Ball exercises its
right to implement the Offer by way of a Takeover Offer or
otherwise in a manner that is not exempt from the registration
requirements of the Securities Act, it will file a registration
statement with the SEC that will contain a prospectus with respect
to the issuance of New Ball Shares. In this event, Rexam
Shareholders and holders of Rexam ADRs are urged to read these
documents and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information, and such documents will be
available free of charge at the U.S. Securities and Exchange
Commission's ("SEC") website at www.sec.gov or by directing a
request to Ball's contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of the New Ball Shares to be issued in
connection with the Offer, or determined if this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
Rexam is incorporated under the laws of England and Wales. In
addition, some of its officers and directors reside outside the
United States, and some or all of its assets are or may be located
in jurisdictions outside the United States. Therefore, investors
may have difficulty effecting service of process within the United
States upon those persons or recovering against Rexam or its
officers or directors on judgments of United States courts,
including judgments based upon the civil liability provisions of
the United States federal securities laws. It may not be possible
to sue Rexam or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws.
Cautionary note regarding forward-looking statements
This announcement contains "forward-looking" statements
concerning future events and financial performance. Words such as
"expects," "anticipates," "estimates" and similar expressions
identify forward-looking statements. Such statements are subject to
risks and uncertainties, which could cause actual results to differ
materially from those expressed or implied. Ball undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Key risks and uncertainties are summarised in filings
with the SEC, including Exhibit 99 in Ball's Form 10-K, which are
available on Ball's website and at www.sec.gov. Factors that might
affect: a) Ball's packaging segments include product demand
fluctuations; availability/cost of raw materials; competitive
packaging, pricing and substitution; changes in climate and
weather; crop yields; competitive activity; failure to achieve
productivity improvements or cost reductions; mandatory deposit or
other restrictive packaging laws; customer and supplier
consolidation, power and supply chain influence; changes in major
customer or supplier contracts or loss of a major customer or
supplier; political instability and sanctions; and changes in
foreign exchange or tax rates; b) Ball's aerospace segment include
funding, authorisation, availability and returns of government and
commercial contracts; and delays, extensions and technical
uncertainties affecting segment contracts; c) Ball as a whole
include those listed plus: changes in senior management; regulatory
action or issues including tax, environmental, health and workplace
safety, including U.S. FDA and other actions or public concerns
affecting products filled in Ball's containers, or chemicals or
substances used in raw materials or in the manufacturing process;
technological developments and innovations; litigation; strikes;
labor cost changes; rates of return on assets of the company's
defined benefit retirement plans; pension changes; uncertainties
surrounding the U.S. government budget, sequestration and debt
limit; reduced cash flow; ability to achieve cost-out initiatives;
interest rates affecting Ball's debt; and successful or
unsuccessful acquisitions and divestitures, including, with respect
to the proposed Rexam acquisition, the effect of the announcement
of the acquisition on Ball's business relationships, operating
results and business generally; the occurrence of any event or
other circumstances that could give rise to the termination of
Ball's proposed acquisition of Rexam; the outcome of any legal
proceedings that may be instituted against Ball related to the
proposed acquisition of Rexam; the failure to satisfy conditions to
completion of the acquisition of Rexam, including the receipt of
all required regulatory approvals; and failure to complete the sale
of the Divestment Business.
No Profit Forecast
No statement in this announcement is intended as a profit
forecast or a profit estimate and no statement in this announcement
should be interpreted to mean that earnings per Ball Share or Rexam
Share for the current or future financial years would necessarily
match or exceed the historical published earnings per Ball Share or
Rexam Share.
Quantified Financial Benefits
No statement in this announcement should be construed or
interpreted to mean that the combined company's earnings in the
first full year following the effective date of the Scheme, or in
any subsequent period, would necessarily match or be greater than
or be less than those of Ball and/or Rexam for the relevant
preceding financial period or any other period.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day (as defined in the
Code) following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
(MORE TO FOLLOW) Dow Jones Newswires
April 25, 2016 02:00 ET (06:00 GMT)
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day (as defined in the Code) following the
date of the relevant dealing.
Disclosures are therefore required in the shares of Ball and
Rexam.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
available free of charge, subject to certain restrictions relating
to persons resident in or subject to Restricted Jurisdictions, on
Ball's website at www.ball.com by no later than noon (London time)
on the day following this announcement. For the avoidance of doubt,
neither the content of this website nor the content of any website
accessible from hyperlinks on this website (or any other websites
referred to in this announcement) are incorporated into, or form
part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Code, a person so entitled
may request a copy of this announcement (and any information
incorporated into it by reference to another source) in hard copy
form. A person may also request that all future documents,
announcements and information sent to that person in relation to
the Offer should be in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested from either Ball by contacting Greenhill
on +44 (0) 20 7198 7400.
APPENDIX 1
UPDATED SYNERGIES REPORTS
PART A - REPORT OF PRICEWATERHOUSECOOPERS LLP
Ball Responsible Officers
Ball Corporation
10 Longs Peak Drive
Broomfield
Colorado 80021
United States
Greenhill & Co. International LLP (the "Lead Financial
Adviser")
Lansdowne House
57 Berkeley Square
London
W1J 6ER
United Kingdom
25 April 2016
Recommended acquisition of Rexam PLC by Ball Corporation
pursuant to a scheme of arrangement
We report on the statement (the "Statement") by the Ball
Responsible Officers set out in the RNS Announcement dated 25 April
2016 (the "Announcement") to the effect that:
"The Ball Responsible Officers, having reviewed and analysed the
potential benefits of the Offer, based on their experience of
operating in the packaging sector and taking into account the
factors Ball can influence, believe that the Combined Group, taking
into account the disposal of the Divestment Business, will be able
to achieve net annual cost synergies in excess of $300 million by
the end of the 3rd financial year of operations of the Combined
Group."
This Statement has been made in the context of disclosure in the
section titled "Synergies update" of the Announcement setting out
the bases of belief of the Ball Responsible Officers supporting the
Statement and their analysis and explanation of the underlying
constituent elements.
This report is required by Rule 28.1(a)(i) of the City Code on
Takeovers and Mergers (the "City Code") and is given for the
purpose of complying with that rule and for no other purpose.
Responsibility
It is the responsibility of the Ball Responsible Officers to
make the Statement in accordance with the City Code.
It is our responsibility to form our opinion as required by Rule
28.1(a)(i) of the City Code, as to whether the Statement has been
properly compiled on the basis stated.
Save for any responsibility which we may have to those persons
to whom this report is expressly addressed or to the shareholders
of Ball Corporation as a result of the inclusion of this report in
the Announcement, and for any responsibility arising under Rule
28.1(a)(i) of the City Code to any person as and to the extent
therein provided, to the fullest extent permitted by law we do not
assume any responsibility and will not accept any liability to any
other person for any loss suffered by any such other person as a
result of, arising out of, or in connection with this report or our
statement, required by and given solely for the purposes of
complying with Rule 23.3(b) of the City Code, consenting to its
inclusion in the Announcement.
Basis of Opinion
We conducted our work in accordance with the Standards for
Investment Reporting issued by the Auditing Practices Board in the
United Kingdom.
We have discussed the Statement together with the relevant bases
of belief (including sources of information and assumptions) with
the Ball Responsible Officers and with Ball Corporation's Lead
Financial Adviser. Our work did not involve any independent
examination of any of the financial or other information underlying
the Statement.
Since the Statement and the assumptions on which it is based
relate to the future and may therefore be affected by unforeseen
events, we can express no opinion as to whether the actual benefits
achieved will correspond to those anticipated in the Statement and
the differences may be material.
Our work has not been carried out in accordance with auditing or
other standards and practices generally accepted in the United
States of America or other jurisdictions and accordingly should not
be relied upon as if it had been carried out in accordance with
those standards and practices.
Opinion
In our opinion, on the basis of the foregoing, the Statement has
been properly compiled on the basis stated.
Yours faithfully,
PricewaterhouseCoopers LLP
PART B - REPORT OF GREENHILL & CO. INTERNATIONAL LLP
25 April 2016
The Ball Responsible Officers
Ball Corporation
10 Longs Peak Drive
Broomfield
Colorado 80021
United States
Recommended acquisition of Rexam by Ball pursuant to a scheme of
arrangement circular
We report on the statement regarding synergies (the "Statement")
made by Ball and set out in the announcement dated 25 April 2016
(the "Announcement") for which Ball is solely responsible under
Rule 28.1(a)(i) of the City Code on Takeovers and Mergers (the
"City Code").
We have discussed the Statement (including the assumptions and
sources of information referred to therein) with those officers and
employees of Ball who developed the underlying plans. The Statement
is subject to uncertainty as described in the Announcement and our
work did not involve an independent examination of any of the
financial or other information underlying the Statement.
We have relied upon the accuracy and completeness of all the
financial and other information provided to us by or on behalf of
the Company, or otherwise discussed with or reviewed by us, and we
have assumed such accuracy and completeness for the purposes of
providing this letter.
We do not express any view as to the achievability of the merger
benefits identified by Ball.
We have also reviewed the work carried out by
PricewaterhouseCoopers and have discussed with them the opinion set
out in Part A of Appendix 1 to the Announcement.
This letter is provided to you solely in connection with Ball's
potential acquisition of Rexam and for no other purpose. We accept
no responsibility to any person other than Ball in respect of the
contents of this letter; no person other than the Ball Responsible
Officers can rely on the contents of this letter, and to the
fullest extent permitted by law, we exclude all liability (whether
in contract, tort or otherwise) to any other person, in respect of
this letter, its contents or the work undertaken in connection with
this letter or any of the results that can be derived from this
letter or any written or oral information provided in connection
with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by
law.
On the basis of the foregoing, we consider that the Statement,
for which Ball is solely responsible, has been prepared with due
care and consideration.
Yours faithfully,
Greenhill & Co. International LLP
This information is provided by RNS
The company news service from the London Stock Exchange
END
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