-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VwB4nv/rN/1eTngxfOXXqvCn0BBMJSYdPZvX60gsCP3WdZfJ6+S7wsled6r8cSWH s14SDYtsQnnQf877DDkWLg== 0000849869-06-000006.txt : 20060228 0000849869-06-000006.hdr.sgml : 20060228 20060228145428 ACCESSION NUMBER: 0000849869-06-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILGAN HOLDINGS INC CENTRAL INDEX KEY: 0000849869 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 061269834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22117 FILM NUMBER: 06650466 BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039757110 8-K 1 eightkawceurope.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2006 SILGAN HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-22117 06-1269834 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4 Landmark Square, Stamford, Connecticut 06901 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 975-7110 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1--Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. On February 22, 2006, Silgan Holdings Inc., a Delaware corporation (the "Registrant"), entered into a Purchase Agreement (the "Purchase Agreement") with Amcor Limited, a company organized under the laws of New South Wales ("Amcor"), pursuant to which, upon the terms and subject to the conditions set forth therein, the Registrant, through directly or indirectly owned subsidiaries to be formed (the "Purchasers"), shall acquire (i) from Amcor and certain of its subsidiaries (the "Asset Sellers") substantially all of the assets of and assume certain liabilities of the Asset Sellers for the "White Cap" closures business, and (ii) from Amcor and certain of its subsidiaries (together with the Asset Sellers, the "Selling Parties") the shares of various subsidiaries of Amcor engaged in the "White Cap" closures business (collectively, the "Acquisition"). Such business consists of developing, manufacturing, marketing, distributing, selling and servicing metal, plastic and composite vacuum and non-vacuum closures for jars and containers and related capping equipment for the food and beverage industries from plants and/or sales offices in Germany, Italy, Poland, Turkey, the Philippines, China, Brazil, Austria, Belgium, France, Hungary, the Netherlands, Spain, Sweden, Ukraine, the United Kingdom and Venezuela under the "White Cap" brand and the licensing of others to do the same in Israel, Japan, South Africa, India, Korea, Australia, New Zealand and the United States (the "Business"). The Business had sales (unaudited) of approximately EUR 240 million for its fiscal year ended June 30, 2005, is headquartered in Hanover, Germany and operates a total of 10 manufacturing facilities. In addition to the assumption of certain liabilities, the purchase price for the Business is EUR 230 million in cash, subject to adjustments for working capital, included cash at a discounted price, assumed debt and debt owing to the Business and certain other adjustments. The Registrant intends to finance the Acquisition through borrowings under the Registrant's senior secured credit facility or the issuance of new senior subordinated notes of the Registrant and/or a subsidiary of the Registrant, or a combination thereof. The Registrant has received a commitment from Deutsche Bank AG New York Branch, the Administrative Agent under the Registrant's senior secured credit facility, for a new incremental term loan of up to EUR 175 million under such facility, and the Registrant may utilize revolving loans under such facility to fund the balance of the purchase price plus fees and expenses. Consummation of the Acquisition is subject to various specific closing conditions and other customary closing conditions, including, among others, (a) certain regulatory approvals, including antitrust clearances, (b) absence of any law or order prohibiting the closing, (c) the absence of any change, development or event that would reasonably be expected to have a material adverse effect on the Business and (d) certain third party agreements and consents. Unless mutually agreed by Silgan and Amcor, the closing of the Acquisition may not occur earlier than ninety (90) days after the date of the Purchase Agreement. Either party can terminate the Purchase Agreement if the closing has not occurred by July 31, 2006. In addition, if certain specified approvals or conditions have not been obtained or satisfied with respect to certain assets and subsidiaries of the applicable Selling Parties in South America and Asia (representing in total approximately 13% of the sales (unaudited) of the Business for its fiscal year ended June 30, 2005), the closing for the purchase of such assets and subsidiaries of the applicable Selling Parties may be delayed beyond the closing date for the remainder of the Business, including all 2 European operations (representing in total approximately 87% of the sales (unaudited) of the Business for its fiscal year ended June 30, 2005). In the event of any such delay, a subsidiary of the Registrant may enter into a management agreement with the applicable Selling Party with respect to the management of the Business of such Selling Party until such delayed closing occurs, and a specified amount of the purchase price would be held back until such closing occurs. The Purchase Agreement also contains various specific representations, warranties, covenants and indemnities and other customary provisions. As a material inducement to the Registrant to enter into the Purchase Agreement, and as provided therein, Amcor has agreed to enter into a Non-Competition Agreement with the Registrant upon the closing date for the Acquisition. Among other things, the Non-Competition Agreement will generally restrict Amcor and its affiliates, for a period of five years following the closing date, from competing with the Business worldwide (subject to certain limited exceptions). Section 7--Regulation FD Item 7.01. Regulation FD Disclosure. On February 22, 2006, the Registrant issued a press release announcing that it had entered into the Purchase Agreement. A copy of this press release is furnished herewith and attached hereto as Exhibit 99.1. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated February 22, 2006, announcing that Silgan Holdings Inc. has entered into a definitive purchase agreement with Amcor Limited for the purchase of the White Cap closures business in Europe, Asia Pacific and South America. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SILGAN HOLDINGS INC. By: /s/ Frank W. Hogan, III -------------------------------------- Frank W. Hogan, III Senior Vice President, General Counsel and Secretary Date: February 28, 2006 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated February 22, 2006, announcing that Silgan Holdings Inc. has entered into a definitive purchase agreement with Amcor Limited for the purchase of the White Cap closures business in Europe, Asia Pacific and South America. 5 EX-99.1 2 prawcea.txt PRESS RELEASE EXHIBIT 99.1 News For Immediate Release SILGAN HOLDINGS INC. 4 Landmark Square Suite 400 Stamford, CT 06901 Telephone: (203) 975-7110 Fax: (203) 975-7902 Contact: Robert B. Lewis (203) 406-3160 SILGAN HOLDINGS ANNOUNCES AGREEMENT TO ACQUIRE EUROPEAN WHITE CAP METAL CLOSURES BUSINESS STAMFORD, CT, February 22, 2006 -- Silgan Holdings Inc. (Nasdaq:SLGN) today announced that it has entered into a definitive purchase agreement with Amcor Limited to acquire its White Cap closures business. This business is a leading supplier of an extensive range of metal closures to consumer goods packaging companies in the food and beverage industries in Europe, Asia Pacific and South America. The business, which had sales of approximately EUR 246 million (or approximately $300 million at current exchange rates) for its fiscal year ended June 30, 2005, is headquartered in Hanover, Germany and operates a total of 10 manufacturing facilities in Europe, Asia Pacific and South America serving approximately 70 countries. "Vacuum closures for hot filled food and beverage applications are highly engineered to ensure seal integrity and yet provide ease of opening and resealabilty. The White Cap business was the leading pioneer in this technology and continues to enjoy superior technology and a strong market reputation," stated Phil Silver, Co-Chairman and Co-CEO. "With this acquisition, we are re-combining the business with its US counterpart, which started operation in 1926, and expect to benefit from the inherent synergies of a worldwide franchise," continued Mr. Silver. "In combination with our current closure business in North America, the new Silgan White Cap business will be the Global leader in vacuum closures for hot filled food and beverage products, with # 1 positions in North America and Europe and either #1 or #2 positions in the developing markets of South America and Asia Pacific," concluded Mr. Silver. (more) SILGAN HOLDINGS February 22, 2006 Page 2 The purchase price for this transaction is EUR 230 million (or approximately $280 million), on a debt-free and cash-free basis, or slightly over six times our expected run rate EBITDA for the business. The Company expects the transaction to be accretive to its 2007 earnings with additional opportunity as certain synergies and cost savings initiatives are realized. The transaction, which is expected to be financed through borrowings under the Company's senior secured credit facility or new senior subordinated notes, or a combination thereof, is expected to close during the second quarter of 2006, subject to specific closing conditions and other customary closing conditions. Under the purchase agreement, the parties could initially close on the European business, which represents approximately 87% of the total sales, and then subsequently close the other jurisdictions upon satisfaction of applicable closing conditions. * * * Silgan Holdings is a leading North American manufacturer of consumer goods packaging products with annual net sales of approximately $2.5 billion in 2005. Silgan operates 60 manufacturing facilities in the U.S. and Canada. In North America, Silgan is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products and of metal, composite and plastic vacuum closures for food and beverage products. Statements included in this press release, which are not historical facts, are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company's Annual Report on Form 10-K for 2004 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements. * * * -----END PRIVACY-ENHANCED MESSAGE-----