8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  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):  September 5, 2012

                   SILGAN HOLDINGS INC.                  

(Exact name of Registrant as specified in its 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8—Other Events

Item 8.01.    Other Events.

On September 4, 2012, Silgan Holdings Inc., or Silgan, issued a press release announcing that it had completed its previously announced acquisition of Rexam PLC’s plastic thermoformed food business.  The transaction was structured as a purchase of all of the outstanding stock of Rexam High Barrier Food Containers Inc., an indirect wholly owned subsidiary of Rexam PLC.  The newly acquired operations will be reported as part of Silgan’s plastic containers segment and will operate under the name Silgan Plastic Food Containers.  The newly acquired operations manufacture and sell plastic thermoformed packaging solutions such as barrier and non-barrier bowls and trays for shelf-stable food products, with anticipated sales of approximately $100 million in 2012.

The purchase price for the newly acquired operations (including preliminary post-closing adjustments) was $248.1 million.  The purchase price was funded from cash on hand.  The purchase price is subject to post-closing adjustment for the net working capital of the newly acquired operations based on a target working capital.

A copy of the 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 September 4, 2012 announcing that Silgan completed its acquisition of Rexam PLC’s plastic thermoformed food business.

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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:  September 6, 2012

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated September 4, 2012 announcing that Silgan completed its acquisition of Rexam PLC’s plastic thermoformed food business.

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EX-99.1

EXHIBIT 99.1

        

News
For Immediate Release
	4 Landmark Square Suite 400 Stamford, CT  06901 Telephone:    (203) 975-7110 Fax:               (203) 975-7902
	Contact:  Robert B. Lewis  (203) 406-3160

SILGAN COMPLETES ACQUISITION OF REXAM’S PLASTIC

 THERMOFORMED FOOD BUSINESS

STAMFORD, CT, September 4, 2012 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, today announced that it has completed its acquisition of Rexam PLC’s plastic thermoformed food business.

This business will be reported as part of the plastic container segment and will operate under the name Silgan Plastic Food Containers. With anticipated 2012 revenues of $100 million, this business produces both barrier and non-barrier bowls and trays for the shelf-stable food markets.

The purchase price for this business (including preliminary post-closing adjustments) was $248.1 million. The Company funded the purchase price for this acquisition from cash on hand. The Company expects this business to be neutral to earnings in 2012 principally due to the initial inventory write-up required for accounting purposes, but expects this business to be modestly accretive to earnings for the full year 2013.

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Silgan Holdings is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $3.5 billion in 2011.  Silgan operates 82 manufacturing

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SILGAN HOLDINGS

September 4, 2012

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facilities in North and South America, Europe and Asia.  Silgan is a leading supplier of metal containers in North America and Europe, and a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products.  In addition, Silgan is a leading supplier of plastic containers for food and personal care products in North America.

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 2011 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.

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