Silgan Holdings Inc. (Nasdaq: SLGN) announced today that Graham Packaging Company Inc. (NYSE: GRM) has informed Silgan that it has received an unsolicited proposal from a private non-investment grade company to acquire all of the shares of Graham Packaging for $25 per share in cash.
Graham Packaging has announced that its board of directors, upon the recommendation of its special committee, has concluded that this proposal could reasonably be expected to lead to a proposal that is superior to the pending transaction with Silgan. The proposal is subject to due diligence, amongst other things, and there can be no assurance that the proposal will result in a definitive agreement providing for a transaction that is superior to the pending transaction with Silgan. Graham Packaging's board of directors has not changed its recommendation with respect to the pending transaction with Silgan.
In the event Graham Packaging's board of directors determines that such proposal constitutes a superior proposal, Graham Packaging is required to provide Silgan with three business days' written notice prior to Graham Packaging's board of directors changing its recommendation with respect to the pending transaction with Silgan. During such period, Silgan would have a match right. Alternatively, if Graham Packaging does change its recommendation or accepts such proposal from the third party, Graham Packaging would be required to pay to Silgan a termination fee of $39.5 million.
Silgan Holdings is a leading manufacturer of consumer goods packaging products with annual net sales of approximately $3.1 billion in 2010. Silgan operates 83 manufacturing facilities in North and South America, Europe and Asia. Silgan is a leading supplier of metal containers in North America and Europe, and a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products. In addition, Silgan is a leading supplier of plastic containers for personal care products in North America.
Graham Packaging is a leading U.S. supplier of plastic containers for hot-fill juice and juice drinks, sports drinks, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings, condiments and beers; a leading global supplier of plastic containers for yogurt drinks; a leading supplier of plastic containers for liquid fabric care products, dish care products and hard-surface cleaners; and a leading supplier in the U.S., Canada and Brazil of one-quart/liter plastic motor oil containers. Graham Packaging pro forma net sales (after taking into account the acquisition of Liquid Container in September 2010) approximates $2.8 billion. Graham Packaging employs over 8,100 associates in 15 countries through 97 manufacturing facilities.
Additional Information and Where to Find It:
The proposed merger transaction involving Silgan and Graham Packaging will be submitted to the respective stockholders of Silgan and Graham Packaging for their consideration. In connection with the proposed merger, Silgan filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that included a preliminary joint proxy statement/prospectus for the stockholders of Silgan and Graham Packaging, and each of Silgan and Graham Packaging will mail the definitive joint proxy statement/prospectus to their respective stockholders if and when it is declared effective by the SEC, and file other documents regarding the proposed transaction with the SEC as well. Silgan and Graham Packaging urge investors and stockholders to read the preliminary joint proxy statement/prospectus, which has not been declared effective by the SEC, and the definitive joint proxy statement/prospectus if and when it is declared effective by the SEC, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the preliminary proxy statement/prospectus, which has not been declared effective by the SEC, and the definitive joint proxy statement/prospectus if and when it is declared effective by the SEC, and other documents free of charge at the SEC's web site, cts.businesswire.com, from Silgan at 4 Landmark Square, Suite 400, Stamford, CT 06901, or from Graham Packaging at 2401 Pleasant Valley Road, York, PA 17402.
Participants in Solicitation:
Silgan, Graham Packaging and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham Packaging in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Silgan and Graham Packaging in connection with the proposed merger is set forth in the preliminary joint proxy statement/prospectus filed with the SEC, which has not been declared effective by the SEC, and in the definitive joint proxy statement/prospectus if and when it is declared effective by the SEC. You can find information about Silgan's executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can find more information about Graham Packaging's executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 30, 2010. You can obtain free copies of these documents from Silgan and Graham Packaging using the contact information above.
SOURCE: Silgan Holdings Inc.
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