Rexam PLC Takes Further Step in Consolidation of German Glass Container Industry.Business Editors LONDON--(BUSINESS WIRE)--Jan. 8, 2003 Rexam PLC (Nasdaq:REXMY), the global consumer packaging company, announces that it has today reached agreement with family shareholders to acquire 100% of Luner Glashuttenwerke GmbH ("Luner Glas"), a German glass container manufacturer. The consideration is pound 33m, comprising pound 3.5m in cash payable for the shares and pound 29.5m of estimated debt and financial liabilities assumed with the company. In addition, pension liabilities Pension liabilities Future liabilities resulting from pension commitments made by a corporation. Accounting for pension liabilities varies widely by country. assumed amount to pound 1.8m. The transaction is subject to regulatory approval by German competition authorities. The acquisition of Luner Glas complements Rexam's pound 68m acquisition of Nienburger Glas, another German glass container manufacturer, which was completed on November 29, 2002. The two acquisitions will increase Rexam's presence in the German glass container industry Glass containers are common parts of everyday life - we enjoy beverages such as water, soft drink, juice, beer, wine, spirit from bottles - jams and spreads from jars. The glass container's manufacture often involves a far greater level of complexity, automation and involvement to seven glassworks glass·work n. 1. a. The manufacture of glassware or glass. b. The cutting and fitting of glass panes; glaziery. 2. See glassware. 3. glassworks (used with a sing. and provide it with a broad end use spectrum from beer and wine through carbonated soft drinks to food and pharmaceuticals. Information on Luner Glas Luner Glas has two sites in Germany, one in Lunen near Dusseldorf and one in Drebkau close to Berlin. It employs around 430 people. The product range comprises flint (non colored) glass containers primarily for the food and carbonated soft drinks markets. The table below shows summary financial information, on an estimated UK GAAP UK GAAP United Kingdom Generally Accepted Accounting Principles basis, for Luner Glas.
12 months to
06.30.2002
Sales pound 36.0m
EBITDA* pound 8.9m
Net Operating Assets pound 36m
*Earnings before interest, tax, depreciation and amortization
After incorporating fair value adjustments it is expected that little or no goodwill will arise on the transaction. Information on Nienburger Glas On October 14, 2002 Rexam announced that it had conditionally agreed to acquire Nienburger Glas GmbH, a glass container manufacturer in Germany, for a total consideration of pound 68m, including net borrowings assumed. This acquisition was completed on November 29, 2002. Nienburger Glas has four sites across Germany and employs 1,270 people. The table below shows summary financial information on an estimated UK GAAP basis.
9 months to 12 months to
01.31.2002 01.31.2002
(annualized)
Sales pound 83m pound 110m
EBITDA* pound 16m pound 21m
Net Operating Assets pound 80m pound 80m
*Earnings before interest, tax, depreciation and amortization
After incorporating fair value adjustments it is expected that little or no goodwill will arise on the transaction. Luner Glas and Nienburger Glas combined On a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis the combined results of Nienburger Glas and Luner Glas, on an estimated UK GAAP basis, are:
Pro forma *
Sales pound 146m
EBITDA** pound 30m
Net Operating Assets pound 116m
* Nienburger Glass 9 months to 01.31.2002 annualized plus Luner Glas
12 months to 06.30.2002
**Earnings before interest, tax, depreciation and amortization
Background to and reasons for the acquisitions The German glass container industry is characterized by fragmentation and overcapacity o·ver·ca·pac·i·ty n. Too great a capacity for production of commodities or delivery of services in relation to actual need: the problem of overcapacity in many large industries. . There is a need for consolidation and Rexam has previously indicated that it was willing to play a lead role in the consolidation process. Commenting on today's announcement, Rolf Borjesson, Rexam's Chief Executive, said: "The acquisitions of Nienburger and Luner are in line with our strategy to consolidate the German glass industry. In addition to giving us a good balance between food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. customer groups, they reinforce our long term commitment to relationships with key customers in Germany and across continental Europe Continental Europe, also referred to as mainland Europe or simply the Continent, is the continent of Europe, explicitly excluding European islands and, at times, peninsulas. ." NOTES TO EDITORS Rexam is one of the world's top five consumer packaging groups. It is a leading global beverage can A beverage can is most often an aluminium can manufactured to hold a single serving of a beverage. Overview The early metal beverage can was made out of steel (similar to a tin can) and had no pull-tab. maker and the No 1 can maker in Europe. Its global operations Global Operations is a first-person shooter computer game developed by Barking Dog Studios and published by both Crave Entertainment and Electronic Arts. It was released in March of 2002, following its public multiplayer beta version which contained only the Quebec map. focus on beverage packaging in metal, glass and plastic, and plastic packaging solutions for the beauty, healthcare, and food industries around the world. The Rexam Group employs some 20,000 people in around 20 countries worldwide and has an ongoing turnover of approximately pound 3.0 billion. Rexam is a member of the FTSE FTSE A company that specializes in index calculation. Although not part of a stock exchange, co-owners include the London Stock Exchange and the Financial Times. Notes: The FTSE is similar to Standard & Poor's in the United States. 100. Its ordinary shares are listed with the UK Listing Authority and trade on the market for listed securities Listed Security Securities that have been accepted for trading purposes by a recognized and regulated exchange. Notes: Listed securities have the advantage of higher liquidity within a regulated environment. on the London Stock Exchange London Stock Exchange London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses. under the symbol REX REX - The original name for Restructured EXtended eXecutor. . For further information, visit Rexam's website at www.rexam.com. This press release is not an offer for sale of securities in or into the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada, Japan, Australia or the Republic of Ireland or in any other jurisdiction. Any securities issued may not be offered or sold in or into the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Certain statements in this press release relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the completion and success of the acquisition are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions which could cause actual results to differ materially from those expressed in or implied by the forward looking statements. These include, among other factors, securing all necessary governmental and other approvals, the satisfaction of all the conditions of the acquisition, changing business or other market conditions and the success of the business combinations as planned by the parties. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. None of Rexam, Nienburger Glas or Luner Glas undertakes any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this press release. |
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