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Avery Dennison Launches $400 Million HiMEDS Units Offering.


PASADENA, Calif. -- Avery Dennison Avery Dennison Corporation (NYSE: AVY) produces pressure-sensitive materials (such as self-adhesive labels), office products, and various paper products. R. Stanton Avery founded Avery in 1935. Avery Dennison Corporation was created in 1990 by merger of Avery and Dennison.  Corporation (NYSE NYSE

See: New York Stock Exchange
:AVY) announced today that it has launched an offering of 8,000,000 HiMEDS Units with a stated amount of $50.00 per unit, for an aggregate stated amount of $400 million. Avery Dennison will also grant the underwriters an option to purchase up to 800,000 additional HiMEDS Units, for an aggregate additional stated amount of $40 million, solely to cover over-allotments, if any.

Avery Dennison intends to use the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 to repay commercial paper obligations it incurred principally in connection with financing its acquisition of Paxar Corporation in June 2007.

Each HiMEDS Unit will initially consist of a contract to purchase Avery Dennison common stock and a 1/20 undivided beneficial ownership interest in a $1,000 principal amount senior note due November 15, 2020. Under the purchase contract, the holder is required to purchase Avery Dennison common stock no later than on November 15, 2010. Pursuant to the HiMEDS Units, Avery Dennison will make quarterly cash payments to holders in connection with interest on the senior notes and contract adjustment payments on the purchase contracts.

The joint book-running managers for this offering are J.P. Morgan Securities Inc. and Citi with Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, Barclays Capital Inc. and Wachovia Capital Markets, LLC as co-managers.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The HiMEDS Units offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained when available from J.P. Morgan Securities Inc., at 1 Chase Manhattan Plaza, Floor 5B 10081 and from Citi, at Brooklyn Army Terminal The Brooklyn Army Terminal consists of large complex of piers, docks, warehouses, cranes, railroad sidings and cargo loading equipment. The terminal was responsible for shipment of army equipment and personnel overseas. , 140 58th Street, 8th Floor, Brooklyn, NY 11220.

Avery Dennison is a global leader in pressure-sensitive labeling materials, retail tag, ticketing and branding systems, and office products. Based in Pasadena, Calif., Avery Dennison is a FORTUNE 500 Company with 2006 sales of $5.6 billion. Following the acquisition of Paxar in 2007, Avery Dennison employs more than 30,000 individuals in 51 countries worldwide, who develop, manufacture and market a wide range of products for both consumer and industrial markets. Products offered by Avery Dennison include: Fasson brand self-adhesive materials; Avery Dennison and Paxar brand products for the retail and apparel industries; Avery brand office products and graphics imaging media; specialty tapes, peel-and-stick postage stamps, and labels for a wide variety of automotive, industrial and durable goods durable goods

Goods, such as appliances and automobiles, that have a useful life over a number of periods. Firms that produce durable goods are often subject to wide fluctuations in sales and profits. Also called consumer durables.
 applications.

"Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995:

Certain statements contained in this document are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements and financial or other business targets are subject to certain risks and uncertainties. Actual results and trends may differ materially from historical or expected results depending on a variety of factors, including but not limited to risks and uncertainties relating to investment in development activities and new production facilities; fluctuations in cost and availability of raw materials; ability of the Company to achieve and sustain targeted cost reductions, including synergies expected from the integration of the Paxar business in the time and at the cost anticipated; ability of the Company to generate sustained productivity improvement; successful integration of acquisitions; successful implementation of new manufacturing technologies and installation of manufacturing equipment; the financial condition and inventory strategies of customers; customer and supplier concentrations; changes in customer order patterns; loss of significant contract(s) or customer(s); timely development and market acceptance of new products; fluctuations in demand affecting sales to customers; impact of competitive products and pricing; selling prices; business mix shift; credit risks; ability of the Company to obtain adequate financing arrangements; fluctuations in interest rates; fluctuations in pension, insurance and employee benefit costs; impact of legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. , including the Australian Competition and Consumer Commission For the other Australian organisation with the same acronym, see .
The Australian Competition and Consumer Commission (ACCC) is an independent authority of the government of Australia.
 investigation into industry competitive practices, and any related proceedings or lawsuits pertaining to this investigation or to the subject matter thereof or of the concluded investigations by the U.S. Department of Justice ("DOJ (Department Of Justice) The legal arm of the U.S. government that represents the public interest of the United States. It is headed by the Attorney General. "), the European Commission, and the Canadian Department of Justice (including purported class actions seeking treble damages A recovery of three times the amount of actual financial losses suffered which is provided by statute for certain kinds of cases.

The statute authorizing treble damages directs the judge to multiply by three the amount of monetary damages awarded by the jury in those cases
 for alleged unlawful competitive practices, which were filed after the announcement of the DOJ investigation), as well as the impact of potential violations of the U.S. Foreign Corrupt Practices Act Foreign Corrupt Practices Act

An amendment to the Securities Exchange Act created to sanction bribery of foreign officials by publicly held US companies.


Foreign Corrupt Practices Act 
 based on issues in China; changes in governmental regulations; changes in political conditions; fluctuations in foreign currency exchange rates and other risks associated with foreign operations; worldwide and local economic conditions; impact of epidemiological events on the economy and the Company's customers and suppliers; acts of war Tom Clancy's Op-Center: Acts of War is a technothriller by Jeff Rovin Plot introduction
The mobile Regional Operations Center (ROC) in Turkey investigates a dam blown up by Kurdish terrorists.
, terrorism, natural disasters; and other factors.

The Company believes that the most significant risk factors that could affect its ability to achieve its stated financial expectations in the near-term include (1) the impact of economic conditions on underlying demand for the Company's products; (2) the impact of competitors' actions, including pricing, expansion in key markets, and product offerings; (3) the degree to which higher raw material and energy-related costs can be passed on to customers through selling price increases (and previously implemented selling price increases can be sustained), without a significant loss of volume; (4) potential adverse developments in legal proceedings and/or investigations regarding competitive activities, including possible fines, penalties, judgments or settlements; and (5) the ability of the Company to achieve and sustain targeted cost reductions, including expected synergies associated with the Paxar acquisition.

For a more detailed discussion of these and other factors, see "Risk Factors" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 of Results of Operations and Financial Condition" in the Company's Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, filed on February 28, 2007, and in the Company's Form 10-Q Form 10-Q

See 10-Q.
 filed on August 9, 2007, with the Securities and Exchange Commission. The forward-looking statements included in this news release are made only as of the date of this news release, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.
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Publication:Business Wire
Date:Nov 14, 2007
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