TIDMREX
RNS Number : 6534W
Ball Corporation
28 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
28 April 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
REXAM PLC
BY
BALL UK ACQUISITION LIMITED
a wholly-owned subsidiary of
BALL CORPORATION
Ball Reports First Quarter 2016 Results
Ball Corporation ("Ball") today reported a first quarter 2016
net loss attributable to the corporation of $127 million, or a loss
of 90 cents per diluted share (including after tax charges of $213
million, or $1.50 per diluted share for business consolidation,
debt refinancing and other costs) on sales of $1.8 billion,
compared to $21 million of net earnings attributable to the
corporation, or 15 cents per diluted share (including after tax
charges of $76 million, or 54 cents per diluted share for business
consolidation costs, debt refinancing and other costs), on sales of
$1.9 billion in the first quarter of 2015. Comparable earnings per
diluted share were 59 cents in the first quarter 2016 versus 69
cents in the first quarter of 2015.
"Strong operating performance in our U.S. and European metal
beverage businesses was offset by difficult year-over-year
comparisons in our China metal beverage and U.S. metal food
businesses, as well as start-up costs for growth projects," said
John A. Hayes, chairman, president and chief executive officer.
"Our proposed offer for Rexam continues to move forward and we
expect the transaction to close in late June."
Details of comparable segment earnings, business consolidation
activities, historical segment reporting, and Rexam PLC ("Rexam")
transaction-related hedging and other costs can be found in the
notes to the unaudited condensed consolidated financial statements
available at the following link:
http://www.rns-pdf.londonstockexchange.com/rns/6534W_-2016-4-28.pdf
Metal Beverage Packaging, Americas & Asia
Metal beverage packaging, Americas and Asia, comparable segment
earnings in the first quarter 2016 were $102 million on sales of
$937 million, compared to $125 million on sales of $1 billion in
the first quarter 2015.
In North America and Brazil, first quarter volumes improved, all
of which was more than offset by weakened demand and price erosion
in China. During the first quarter, the company began production on
one of the new beverage can lines and multiple end lines at its
Monterrey, Mexico, facility with a second beverage can line
scheduled to start up in mid-2016. Start-up costs related to this
major project will moderate in the second half of 2016 as
production ramps to support customers' demand.
Metal Beverage Packaging, Europe
Metal beverage packaging, Europe, comparable segment earnings in
the first quarter 2016 were $39 million on sales of $356 million,
compared to $29 million on sales of $379 million in the first
quarter 2015. Comparable segment earnings were higher in the first
quarter due to lower year-over-year aluminium premiums and strong
manufacturing performance.
Metal Food & Household Products Packaging
Metal food and household products packaging comparable segment
earnings in the first quarter 2016 were $20 million on sales of
$284 million, compared to $30 million on sales of $308 million in
the first quarter 2015.
During the first quarter, the segment faced difficult
year-over-year volume comparisons, inventory holding losses and
start-up costs related to the introduction of a new two-piece steel
aerosol investment in the U.S. Demand for metal aerosol containers
remains strong, and related investments made in late 2015 will
provide momentum throughout the remainder of 2016.
In February, the company also announced the closure of its
Weirton, West Virginia, steel food and household metal service
center, which is expected to cease production in early 2017.
Certain equipment will be redeployed throughout Ball's existing
U.S. manufacturing locations to support the segment's remaining
facilities.
Aerospace and Technologies
Aerospace and technologies comparable quarterly segment earnings
in the first quarter 2016 were $18 million on sales of $180
million, compared to $20 million on sales of $215 million in the
first quarter 2015.
Across the segment, effective cost management continues and the
company is in the final stages of negotiating multiple contracts
for programs awarded in late 2015. As projected, contracted backlog
grew more than $100 million to $729 million at the end of first
quarter and anticipated meaningful quarter-on-quarter backlog
improvement will further position the company for stronger segment
performance in the future.
During the quarter, the business acquired Wavefront
Technologies, a specialized engineering services firm that provides
systems and network engineering, software development and
analytical services for cyber and mission-focused programs within
the U.S. government. Ball will leverage its existing hardware
capabilities to complement this acquisition.
Outlook
"We continue to expect 2016 free cash flow to be in the range of
2015 free cash flow, excluding cash costs for the proposed Rexam
acquisition. The multiple currency and interest rate hedges
implemented throughout 2015 and early 2016 to mitigate risk related
to the proposed acquisition continue to influence GAAP accounting
results," said Scott C. Morrison, senior vice president and chief
financial officer.
"Operationally and from a demand perspective, our first quarter
results were largely in line with our expectations. We fully expect
for our businesses to gain momentum through the balance of this
year as our cost optimization efforts are further realized and the
growth capital deployed in 2015 transitions into full production,"
Hayes said. "We are nearing the finish line on our proposed offer
for Rexam and look forward to reaping the benefits and increasing
EVA dollar generation."
About Ball Corporation
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
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
Conference Call Details
Ball Corporation will announce its first quarter 2016 earnings
on Thursday, 28 April, 2016, before trading begins on the New York
Stock Exchange. At 9 a.m. Mountain time on that day (11 a.m.
Eastern), Ball will hold its regular quarterly conference call on
the company's results and performance. The North American toll-free
number for the call is 877-256-8251. International callers should
dial 303-223-4387. Please use the following URL for a webcast of
the live call:
http://edge.media-server.com/m/p/gkokx7ip
For those unable to listen to the live call, a taped replay will
be available from 11 a.m. Mountain time on 28 April, 2016, until 11
a.m. Mountain time on 5 May, 2016. To access the replay, call
800-633-8284 (North American callers) or 402-977-9140
(international callers) and use reservation number 21808467. A
written transcript of the call will be posted within 48 hours of
the call's conclusion to Ball's website at www.ball.com/investors
under "news and presentations."
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
(MORE TO FOLLOW) Dow Jones Newswires
April 28, 2016 06:08 ET (10:08 GMT)
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.
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 summarized 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, authorization, 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; and the failure to satisfy
conditions to completion of the acquisition of Rexam, including the
receipt of all required regulatory approvals.
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
(MORE TO FOLLOW) Dow Jones Newswires
April 28, 2016 06:08 ET (10:08 GMT)
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
QRFKVLBLQZFFBBE
(END) Dow Jones Newswires
April 28, 2016 06:08 ET (10:08 GMT)
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