Combined Company Expected to Have
Post-Transaction Enterprise Value of Approximately $8.5 Billion
Business Combination Includes up to $525
Million in Cash from Gores Holdings V and $600 Million Private
Placement Led by Top-Tier Investors
Ardagh Group to Retain Approximately 80% Stake
in Ardagh Metal Packaging and Receive up to $3.4 Billion in
Cash
Ardagh Group S.A. (“Ardagh”) (NYSE: ARD), a global supplier of
infinitely-recyclable metal beverage and glass packaging for the
world’s leading brands, and Gores Holdings V, Inc. (“Gores Holdings
V”) (NASDAQ: GRSV, GRSVU and GRSVW), a special purpose acquisition
company sponsored by an affiliate of The Gores Group, today
announced that they have entered into a definitive business
combination agreement under which Gores Holdings V will combine
with Ardagh’s metal packaging business that will be held by Ardagh
Metal Packaging S.A. (the “Company,” “Ardagh Metal Packaging” or
“AMP”) to create an independent public company. The Company intends
to apply to list its shares on the New York Stock Exchange (“NYSE”)
under the new ticker symbol “AMBP”.
Ardagh will retain an approximately 80% stake in AMP and receive
up to $3.4 billion in cash in the transactions. Oliver Graham, CEO
of Ardagh Metal Beverage, will be CEO of AMP. Paul Coulson,
Chairman and CEO of Ardagh, will serve as Chairman and Shaun
Murphy, COO of Ardagh, will serve as Vice Chairman of the Company
following the closing of the transaction.
AMP is a global leader in the supply of sustainable and
infinitely-recyclable beverage cans. The Company has a leading
presence in the Americas and Europe and is the second-largest
beverage can producer in Europe and the third-largest in North
America and Brazil. As the only pure-play beverage can company, AMP
products touch billions of consumers worldwide. The Company
believes that strong demand in traditional and new beverage
categories coupled with environmentally-conscious end consumers are
driving an inflection point in beverage can demand and the Company
is well positioned to capitalize on these multifaceted growth
opportunities. The Company has a compelling financial profile, with
a clear and tangible growth trajectory backed by long-term customer
contracts and expects to double Adjusted EBITDA from $545 million
in 2020 to over $1.1 billion in 2024.
“Ardagh Metal Packaging is benefiting from long-term megatrends,
including sustainability and changing consumer preferences,” said
Paul Coulson, Chairman and CEO of Ardagh. “The business has grown
significantly since our acquisition of the metal beverage packaging
business in 2016 and we have a clear roadmap that we believe will
lead us to more than double Adjusted EBITDA by 2024, as we invest
in support of our customers’ growth. We are delighted to partner
with Gores Holdings V to create a NYSE-listed pure-play beverage
can business of scale with impeccable ESG credentials, and we
intend to remain a committed, long-term majority shareholder of AMP
as it continues its growth journey.”
“Over the past five years, our metal packaging business has
grown its position as one of the world’s leading beverage can
producers through our agility and foresight in tapping into
emerging consumer and market trends,” said Oliver Graham, CEO of
AMP. “Our accelerated growth strategy is timely and deepens our
connection with our customers as demand for sustainable beverage
cans continues to grow.”
Alec Gores, Chairman and CEO of The Gores Group and Chairman of
Gores Holdings V, said, “Ardagh Metal Packaging has solidified its
position as a clear leader in sustainability. The Company has an
entrepreneurial owner-manager culture that has led to a successful
transformation underpinned by powerful industry dynamics. With a
compelling financial profile and clear trajectory for growth, we
believe AMP can continue to lead the charge, and we look forward to
partnering with Paul Coulson and the team as they continue to
execute a targeted expansion strategy supported by highly visible
market demand and a strong track record of disciplined and
efficient capital deployment.”
“Sustainability is an important component of our investment
strategy, and AMP is a clear leader in this space—environmentally,
ecologically and socially,” said Mark Stone, Senior Managing
Director of The Gores Group and CEO of Gores Holdings V. “As
customers around the world continue to demand sustainable
solutions, we believe the Company is strongly positioned to
capitalize on the exceptional growth opportunities ahead and we’re
thrilled to be partnering with the team to do so.”
Transaction Overview
The combined company is expected to have an enterprise value of
approximately $8.5 billion at closing, representing 10.5x AMP’s
projected 2022 Adjusted EBITDA. Together with the cash held in
Gores Holdings V’s trust account, additional investors have
committed to participate in the proposed business combination by
purchasing 60 million shares of AMP for an aggregate purchase price
of $600 million in a private placement (the “PIPE”) at $10.00 per
share. As a first step in the transaction, AMP will raise new debt
of approximately $2.65 billion, (approximately $2.3 billion net),
representing a multiple of 3.3x of 2021E pro forma Adjusted
EBITDA.
Assuming no share redemptions by the public stockholders of
Gores Holdings V, approximately $525 million in cash held in Gores
Holdings V’s trust account, together with the $600 million in
private placement proceeds and approximately $2.3 billion of the
new debt raised by AMP, will be used to pay up to $3.4 billion in
cash to Ardagh, as well as to pay transaction expenses.
Upon closing of the transactions, assuming no redemptions by
Gores Holdings V’s public stockholders, Ardagh will retain an
equity interest in the Company of approximately 80%, the PIPE
investors in the private placement will hold approximately 10% and
Gores Holdings V’s stockholders and its sponsor will hold
approximately 10%.
The proposed business combination, which has been unanimously
approved by the boards of directors of both Ardagh and Gores
Holdings V, is expected to close in the second quarter of 2021,
subject to receipt of Gores Holdings V stockholder approval, the
satisfaction of the condition to Ardagh’s obligations that it
receives at least $3 billion in cash from the transactions and the
satisfaction of other customary closing conditions.
Following closing of the business combination, Ardagh currently
intends to offer holders of its Class A common shares the
opportunity to exchange their Class A common shares for
consideration which may include a portion of Ardagh’s holding in
AMP. Following any such transaction involving such consideration,
Ardagh’s ownership in AMP would decrease to below 80%, with a
corresponding increase in the public float of AMP. The timing and
terms of any such transaction, if effected at all, has not been
determined.
On closing of these transactions, in addition to its holding in
AMP, Ardagh will retain 100% ownership of its glass packaging
business as well as its 42% stake in Trivium Packaging BV. The cash
proceeds from the transactions will be used to reduce net debt at
Ardagh.
Additional information about the transactions, including a copy
of the business combination agreement and investor presentation,
will be provided in a Current Report on Form 8-K to be filed by
Gores Holdings V and in a report on Form 6-K to be filed by Ardagh
with the U.S. Securities and Exchange Commission and available at
www.sec.gov.
Advisors
Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC
are acting as financial advisors and capital markets advisors to
Gores Holdings V and as joint lead placement agents on the PIPE.
Weil, Gotshal & Manges, LLP and Loyens & Loeff N.V. are
acting as legal advisors to Gores Holdings V.
Citigroup is acting as exclusive financial advisor to Ardagh and
is acting as joint lead placement agent on the PIPE. Shearman &
Sterling LLP is acting as legal advisor, to Ardagh.
Investor Conference Call Information
Management of Ardagh and Gores Holdings V will host an investor
conference call on February 23, 2021 at 9:00 a.m. EST / 6:00 a.m.
PST to discuss the proposed business combination. The call can be
accessed by dialing +1 (833) 470-1428 (domestic toll-free number)
or +1 (404) 975-4839 (international) and providing the access code:
403501.
The conference call will be accompanied by a detailed investor
presentation. For interested investors who wish to participate, the
conference call and replay details will be available on the
“Investors” section of the Ardagh Group website at
https://www.ardaghgroup.com/corporate/investors.
About Ardagh Group S.A.
Ardagh is a global supplier of infinitely-recyclable metal and
glass packaging for the world’s leading brands. Ardagh operates 56
metal and glass production facilities in 12 countries, employing
more than 16,000 people with sales of approximately $7 billion.
About Ardagh Metal Packaging
AMP will hold Ardagh’s metal packaging business, which is a
leading supplier of beverage cans globally, with a particular focus
on The Americas and Europe. Headquartered in Luxembourg, the
business supplies sustainable and infinitely-recyclable metal
packaging to a diversified customer base of leading global,
regional and national beverage producers. Ardagh’s metal packaging
business operates 23 production facilities in Europe and the
Americas, employs approximately 4,900 people and recorded revenues
of $3.5 billion in 2020.
About Gores Holdings V, Inc.
Gores Holdings V is a special purpose acquisition company
sponsored by an affiliate of The Gores Group for the purpose of
effecting a merger, acquisition, or similar business combination.
Gores Holdings V completed its initial public offering in August
2020, raising approximately $525 million in cash proceeds. Gores’
strategy is to identify and complete business combinations with
market leading companies with strong equity stories that will
benefit from the growth capital of the public equity markets and be
enhanced by the experience and expertise of Gores’ long history and
track record of investing in and operating businesses for over 35
years. To date, Alec Gores and affiliates of The Gores Group have
announced and completed six business combinations representing over
$27 billion in transaction value. Prior business combinations for
special purpose acquisition companies sponsored by affiliates of
The Gores Group include: Hostess (Gores Holdings, Inc.), Verra
Mobility (Gores Holdings II, Inc.), PAE (Gores Holdings III, Inc.),
Luminar (Gores Metropoulos, Inc.), United Wholesale Mortgage (Gores
Holdings IV, Inc.), and the pending Matterport transaction (Gores
Holdings VI, Inc.).
About The Gores Group LLC
Founded in 1987 by Alec Gores, The Gores Group is a global
investment firm focused on partnering with differentiated
businesses that can benefit from the firm's extensive industry
knowledge and decades long experience. Gores Holdings V and The
Gores Group are separate entities with separate management,
although there is overlap in size and industry of target
acquisition and personnel involved. For more information, please
visit www.gores.com.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed transactions contemplated by the
Business Combination Agreement (the “Business Combination”), (i)
AMP is expected to file a registration statement on Form F-4 with
the SEC that will constitute a prospectus of AMP and include a
proxy statement of Gores Holdings V (the “Registration Statement”)
and (ii) Gores Holdings V intends to file with the SEC a definitive
proxy statement (the “Definitive Proxy Statement”) in connection
with the proposed business combination contemplated by the Business
Combination Agreement and will mail the proxy statement/prospectus
and other relevant documents to its stockholders. The proxy
statement/prospectus will contain important information about the
proposed business combination and the other matters to be voted
upon at a meeting of Gores Holdings V’s stockholders to be held to
approve the proposed business combination contemplated by the
Business Combination Agreement and other matters. Before making
any voting or other investment decision, investors and security
holders of Gores Holdings V are urged to read the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed Business
Combination as they become available because they will contain
important information about Gores Holdings V, AMP and the proposed
Business Combination.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Definitive Proxy
Statement and all other relevant documents filed or that will be
filed with the SEC by Gores Holdings V or AMP through the website
maintained by the SEC at www.sec.gov, or by directing a request to
Gores Holdings V, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA
90212, attention: Jennifer Kwon Chou or by contacting Morrow Sodali
LLC, Gores Holdings V’s proxy solicitor, for help, toll-free at
(800) 662-5200 (banks and brokers can call collect at (203)
658-9400).
Participants in Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. Gores Holdings V, Ardagh and AMP and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Gores
Holdings V’s stockholders in connection with the proposed Business
Combination. Information about Gores Holdings V’s directors and
executive officers and their ownership of Gores Holdings V’s
securities is set forth in Gores Holdings V’s filings with the SEC,
and information about Ardagh’s and AMP’s directors and executive
officers is or will be set forth in their respective filings with
the SEC. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the
proposed Business Combination may be obtained by reading the proxy
statement/prospectus regarding the proposed Business Combination
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Business Combination, including statements regarding
the benefits of the proposed Business Combination, the anticipated
timing of the proposed Business Combination, the services or
products offered by Ardagh or AMP and the markets in which Ardagh
or AMP operates, business strategies, debt levels, industry
environment, potential growth opportunities, the effects of
regulations and Gores Holdings V’s Ardagh’s or AMP’s projected
future results. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“forecast,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions (including the negative versions of such words
or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of Gores
Holdings V’s or Ardagh’s securities; (ii) the risk that the
proposed Business Combination may not be completed by Gores
Holdings V’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by Gores Holdings V; (iii) the failure to satisfy the
conditions to the consummation of the proposed Business
Combination, including the approval of the proposed Business
Combination by Gores Holdings V’s stockholders, and the
satisfaction of the minimum trust account amount following
redemptions by Gores Holdings V’s public stockholders; (iv) the
effect of the announcement or pendency of the proposed Business
Combination on Ardagh’s or AMP’s business relationships,
performance, and business generally; (v) risks that the proposed
Business Combination disrupts current plans of Ardagh or AMP and
potential difficulties in Ardagh or AMP employee retention as a
result of the proposed Business Combination; (vi) the outcome of
any legal proceedings that may be instituted against Gores Holdings
V or Ardagh related to the proposed Business Combination; (vii) the
ability to maintain, prior to the closing of the proposed Business
Combination, the listing of Gores Holdings V’s securities on the
NASDAQ, and, following the closing of the proposed Business
Combination, AMP’s shares on the NYSE; (viii) the price of Gores
Holdings V’s securities prior to the closing of the proposed
Business Combination, and AMP’s shares after the closing of the
proposed business combination, including as a result of volatility
resulting from changes in the competitive and highly regulated
industries in which AMP plans to operate, variations in performance
across competitors, changes in laws and regulations affecting AMP’s
business and changes in the combined capital structure; and (ix)
AMP’s ability to implement business plans, forecasts, and other
expectations after the closing of the proposed Business
Combination, and identify and realize additional opportunities. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that will be described in the Definitive Proxy
Statement, including those under “Risk Factors” therein, and other
documents filed by Gores Holdings V, Ardagh or AMP from time to
time with the SEC. These filings identify and address (or will
identify and address) other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Gores Holdings V, Ardagh and AMP assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. None of Gores Holdings V, Ardagh or
AMP gives any assurance that either Gores Holdings V or AMP will
achieve its expectations.
Use of Projections
This press release contains certain AMP projected financial
information. Such projected financial information is
forward-looking and is for illustrative purposes only. It should
not be relied upon as being indicative of future results. Neither
AMP’s independent auditors, nor the independent registered public
accounting firm of Gores Holdings V, have audited, reviewed,
compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this press
release, and accordingly, neither of them have expressed an opinion
or provided any other form of assurance with respect thereto for
the purpose of this press release. The projected financial
information contained in this press release constitutes
forward-looking information. The assumptions and estimates
underlying such projected financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic, competitive and other risks and uncertainties
that could cause actual results to differ materially from those
contained in the prospective financial information. See
“Forward-Looking Statements” above. Actual results may differ
materially from the results contemplated by the projected financial
information contained in this press release, and the inclusion of
such information in this press release should not be regarded as a
representation by any person that the results reflected in such
projections will be achieved.
Non-GAAP Financial Measures
Pro forma Adjusted EBITDA is not calculated in accordance with
IFRS or U.S. GAAP. Non-GAAP financial measures may be considered in
addition to GAAP financial information, but should not be used as
substitutes for the corresponding IFRS or U.S. GAAP measures.
No Offer or Solicitation
This press release relates to the proposed Business Combination.
This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
PRIIPs/Prospectus Regulation/IMPORTANT – EEA AND UK RETAIL
INVESTORS
The shares of AMP (“AMPSA Shares”) to be issued by AMP in the
Business Combination are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or in
the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (this regulation together with any
implementing measures in any member state, the “Prospectus
Regulation”). Consequently, no offer of securities to which this
announcement relates, is made to any person in any Member State of
the EEA which applies the Prospectus Regulation who are not
qualified investors for the purposes of the Prospectus Regulation,
is made in the EEA and no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”)
for offering or selling the AMPSA Shares or otherwise making them
available to retail investors in the EEA or in the UK will be
prepared and therefore offering or selling the AMPSA Shares or
otherwise making them available to any retail investor in the EEA
or in the UK may be unlawful under the PRIIPs Regulation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210223005589/en/
For inquiries regarding Ardagh Group:
Investors John Sheehan
Ardagh Group john.sheehan@ardaghgroup.com
Media Pat Walsh Murray Group
pwalsh@murraygroup.ie +353 87 2269345 / +1 646 776 5918
For inquiries regarding The Gores Group and
affiliates:
Jennifer Kwon Chou The Gores Group jchou@gores.com
John Christiansen/Cassandra Bujarski/Danya Al-Qattan Sard
Verbinnen & Co GoresGroup-SVC@sardverb.com
Gores Holdings V (NASDAQ:GRSVW)
過去 株価チャート
から 10 2024 まで 11 2024
Gores Holdings V (NASDAQ:GRSVW)
過去 株価チャート
から 11 2023 まで 11 2024
