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 ZURICH, Switzerland, Nov. 12 /PRNewswire/ -- Alusuisse-Lonza Holding Ltd. (A-L Holding) announced that is has signed an agreement with Cragnotti & Partners ("C&P") relating to C&P's controlling interest in LMG, a major international packaging group, pursuant to which A-L Holding has indicated its intention to make an offer to acquire all of the outstanding capital stock of LMG, including both its "A" and "B" shares, at a cash price of C$14 per share.
 The making of the offer will be conditional upon, inter alia, satisfactory completion by A-L Holding of a detailed due diligence investigation covering LMG and its affairs, which is expected to take approximately four to five weeks.
 C&P, which owns 4,592,300 "A" and 8,376,495 "B" shares comprising 32.7 percent of the equity and 52.6 percent of the votes of LMG, has irrevocably agreed to deposit its shares in the offer, if made. The acquisition of C&P's LMG shares, together with the 1,250,000 "A" shares currently held by A-L Holding, would result in A-L Holding owning 5,842,300 "A" shares and 8,376,495 "B" shares representing 35.9 percent of the equity and 54.0 percent of the votes.
 At the proposed offer price of C$14 per share the equity of LMG is valued at approximately C$555 million.
 During 1993, the Alusuisse-Lonza Group (A-L Group) will have reduced its net debt by approximately one-third and its debt/equity ratio to approximately 0.7. A-L Group intends to finance the proposed acquisition initially through cash resources and existing bank facilities. The longer term financing of the acquisition may also include a rights issue.
 Subsequent to the offer, A-L Holding intends to take the necessary statutory steps to permit LMG to become wholly owned by A-L Holding. The completion of the offer will be conditional on a sufficient number of acceptances to permit A-L Holding to achieve this.
 A further announcement will be made following the due diligence investigation.
 Reasons for the Proposed Acquisition
 Alusuisse-Lonza is an international group which comprises three operating divisions: chemicals, packaging and aluminium. In the year ended Dec. 31, 1992, A-L Group reported net income of SFr 121 million on turnover of SFr 6,547 million. Following a period of restructuring, the group's strategic focus is moving towards growth, especially in the packaging and chemicals divisions.
 The group's immediate growth target is packaging where, since 1990, the packaging division has increased sales, improved profitability and thus established a base for future development. A-L Packaging is already one of the major players in the flexible packaging business which is one of the logical areas for the group's packaging activities' expansion.
 Information on Lawson Mardon Group
 LMG is a major international packaging group organized into three operating divisions (LMG United Kingdom and Ireland; LMG Continental Europe and LMG North America) with operations in eight countries. In the year ended Dec. 31, 1992, the European operations generated approximately 80 percent of sales. The principal business of LMG is flexible packaging and folding cartons. The group is also active in plastics and metal packaging.
 In the year ended Dec. 31, 1992, the group reported operating earnings of C$80.1 million and net income of C$17.4 million on turnover of C$1,283 million. The net tangible assets as at Dec. 31, 1992, amounted to C$287.4 million.
 LMG is incorporated in Canada with its "A" shares listed on the Toronto and Montreal stock exchanges. Its "A" shares are also listed on the American and London Stock Exchanges. There are 27,495,602 "A" shares with one vote per share and 12,164,941 "B" shares with five votes per share in issue.
 LMG, once acquired by A-L Holding, would become part of the group's packaging division. Coordination of LMG's business with the existing packaging activities of the group will be studied.
 Dr. T.M. Tschopp, chief executive officer of A-L Holding, said: "The refocusing of the A-L Group has now reached a point where after a period of extensive restructuring of the existing business, the strategic focus of the group is moving towards growth. We have identified packaging and chemicals as the priorities and this major acquisition is in line with the strategy.
 "Lawson Mardon's business profile fulfills the criteria we seek. Our packaging division has, under the leadership of Dr. D. Damon, a good profitability, a clear strategy and considerable international management experience."
 A-L Holding is being advised by Baring Brothers & Co., Limited.
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 /CONTACT: Dr. D. Damon, head of packaging, ++411-386-2222 or ++331-4712-4941, or G. Schorderet, CFO, ++411-386-2222, both of Alusuisse-Lonza Holding; J. Lupton of Baring Brothers & Co., ++44-71-280-1639; J. Kofman of Osler, Hookin & Harcourt, ++1-416-862-64-20; or U. Suter of Alusuisse-Lonza America, 212-838-3900/

CO: Alusuisse-Lonza Holding Ltd.; Lawson Mardon Group ST: IN: CHM MNG SU: TNM

DK -- NY096 -- 3980 11/12/93 19:13 EST
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Publication:PR Newswire
Date:Nov 12, 1993

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