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): July 3, 2012

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22117	06-1269834
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 8—Other Events

Item 8.01. Other Events.

On July 3, 2012, Silgan Holdings Inc., or Silgan, issued a press release announcing that it had entered into a definitive purchase agreement to acquire Rexam PLC’s plastic thermoformed food business. The transaction is structured as a purchase of all of the outstanding shares of Rexam High Barrier Food Containers, Inc., or Rexam HBF, an indirect wholly owned subsidiary of Rexam PLC. Rexam HBF is engaged in the business of manufacturing and selling plastic thermoformed packaging solutions such as retortable bowls and barrier trays for food products, and anticipates sales of approximately $100 million in 2012.

On the terms and subject to the conditions set forth in the purchase agreement, Silgan agreed to acquire Rexam HBF for a cash purchase price of $250 million on a cash-free and debt-free basis. Silgan expects to fund the purchase price from cash on hand. The purchase price is subject to adjustment post-closing for the net working capital of Rexam HBF based on a target net working capital. Consummation of the transaction is subject to specified closing conditions, including antitrust clearance. As part of the purchase agreement, Rexam has agreed, for a period of five years following the closing date, not to engage in activities that compete with the acquired business in countries where it conducts business, subject to certain limited exceptions.

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 July 3, 2012 announcing that Silgan has entered into a definitive purchase agreement to acquire 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: July 9, 2012

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 3, 2012 announcing that Silgan has entered into a definitive purchase agreement to acquire 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 ANNOUNCES AGREEMENT TO ACQUIRE REXAM’S PLASTIC

THERMOFORMED FOOD BUSINESS

STAMFORD, CT, July 3, 2012 — Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it has entered into a definitive purchase agreement to purchase Rexam PLC’s plastic thermoformed food business. This business, with anticipated sales of approximately $100 million in 2012, provides thermoformed packaging solutions such as retortable bowls and barrier trays to many of the world’s leading packaged food and ready-meal companies.

“As a leading global supplier of shelf-stable food packaging through our metal food can and vacuum closure businesses, Silgan is excited to broaden its offerings to this growing market. Additionally, we believe Silgan’s global footprint and market presence will provide this business with enhanced growth opportunities,” said Tony Allott, President and CEO of Silgan. “This business is uniquely positioned for the growing demand in the ready-meals market through its low cost technology which meets the rigorous requirements of the shelf-stable food market. The ability to provide our existing customers with product line extensions that offer convenient, on-the-go capabilities makes it an excellent fit within the Silgan suite of products,” concluded Mr. Allott.

The purchase price for this transaction is $250 million and is expected to be neutral to Silgan’s 2012 earnings primarily due to the initial write-up of inventory required for accounting purposes, and modestly accretive to earnings in 2013 based on current growth expectations. The transaction is

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SILGAN HOLDINGS INC.

July 3, 2012

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expected to close in the third quarter of 2012, subject to certain customary conditions and regulatory approvals, and Silgan expects to fund the purchase price from cash on hand.

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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 80 manufacturing 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 personal care products in North America.

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