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8-K - FORM 8-K - PACTIV CORP | c59812e8vk.htm |
EX-2.1 - EX-2.1 - PACTIV CORP | c59812exv2w1.htm |
EX-10.1 - EX-10.1 - PACTIV CORP | c59812exv10w1.htm |
Exhibit 99.1
PACTIV AGREES TO BE ACQUIRED BY
REYNOLDS GROUP HOLDINGS LIMITED
REYNOLDS GROUP HOLDINGS LIMITED
Pactiv Shareholders to Receive $33.25 Per Share;
Transaction Valued at Approximately $6 Billion
Transaction Valued at Approximately $6 Billion
LAKE FOREST, Ill. August 17, 2010 Pactiv Corporation (NYSE: PTV), a leader in the
consumer and foodservice packaging markets, today announced it has entered into a definitive merger
agreement to be acquired by Reynolds Group Holdings Limited, a leading global manufacturer and
supplier of consumer food and beverage packaging and storage products headquartered in Chicago,
Illinois, in a transaction valued at approximately $6 billion. Reynolds is a wholly owned
subsidiary of New Zealand-based Rank Group Limited, which is owned by Graeme Hart.
Under the terms of the agreement, Pactiv shareholders will receive $33.25 in cash for each
share of Pactiv common stock held, representing a premium of approximately 39 percent over Pactivs
closing price of $23.97 on May 14, 2010, the last trading day prior to published reports regarding
a potential transaction.
Reynolds has obtained committed financing for the transaction, consisting of a combination of
equity from Reynolds and Rank Group Limited and committed debt financing to be provided by certain
affiliates of Credit Suisse, HSBC, and Australia New Zealand Bank.
Pactivs board of directors unanimously approved the merger agreement and will recommend that
Pactivs common shareholders approve the transaction. A special meeting of Pactivs shareholders
will be held as soon as practicable after the preparation and filing of a proxy statement with the
Securities and Exchange Commission (SEC) and subsequent mailing to shareholders. Completion of the
transaction is subject to Pactivs shareholder approval, regulatory approvals, and customary
closing conditions, and is targeted to occur by the end of 2010.
Pactiv has been a leading performer in its industries since it became publicly held in 1999.
We are proud of what we have accomplished, and we are excited to join with Reynolds consumer and
foodservice businesses to grow and add more capabilities for our customers. All of the Pactiv team
takes pride in the fact that we have been able to create the shareholder value released by this
transaction, and we are pleased to join a group that is committed to the growth of both its
packaging and consumer businesses, said Richard L. Wambold, Pactivs chairman and chief executive
officer.
Pactiv is an outstanding company. It is a clear leader in its markets as a result of its
broad product line and unique distribution system. I am excited about the opportunity to grow
Pactivs foodservice and Hefty® consumer businesses and to be associated with the people
who have made it such a successful company over the
years. I am very pleased to add these businesses to our packaging group, remarked Graeme
Hart.
Credit Suisse acted as lead financial advisor to Pactiv with respect to the transaction.
Perella Weinberg Partners LP acted as independent financial advisor to the board of directors of
Pactiv and rendered a financial fairness opinion. Skadden, Arps, Slate, Meagher and Flom LLP is
acting as legal counsel to Pactiv.
Important Information
In connection with the proposed merger, Pactiv intends to file relevant materials with the
SEC, including a preliminary proxy statement and a definitive proxy statement. INVESTORS AND
STOCKHOLDERS OF PACTIV ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT PACTIV AND THE PROPOSED MERGER. The definitive proxy
statement in connection with the proposed merger will be mailed to the stockholders of Pactiv. The
preliminary proxy statement, the definitive proxy statement, other relevant materials (when they
become available), and any other documents filed by Pactiv with the SEC, may be obtained, without
charge, from the SECs website at www.sec.gov or by request to Pactiv Corporation, Attention
Corporate Secretary, 1900 W. Field Court, Lake Forest, IL 60045;
866-456-5439; www.pactiv.com.
Certain Information Regarding Participants
Pactiv and its executive officers, directors, and other members of its management and
employees may be deemed to be participants in the solicitation of proxies from the stockholders of
Pactiv in connection with the proposed merger. Information about the executive officers and
directors of Pactiv and their ownership of Pactiv common stock is set forth in the proxy statement
for Pactivs 2010 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2010.
Investors and stockholders may obtain additional information regarding the interests of such
potential participants by reading the preliminary proxy statement, the definitive proxy statement,
and the other relevant documents filed with the SEC when they become available.
Cautionary Statements
Statements about the expected timing, completion, and effects of the proposed merger between
Pactiv and Reynolds constitute forward-looking statements. A variety of factors could cause actual
results to differ materially from those projected in the forward-looking statements, including,
among other things, failure to obtain shareholder approval, failure of financing, or failure to
satisfy other closing conditions. More detailed information about other risks and uncertainties is
contained in the Companys Annual Report on Form 10-K at page 23 filed with the SEC as revised and
updated by Forms 10-Q and 8-K as filed with the Commission.
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About Pactiv
Pactiv Corporation (NYSE: PTV) is a leader in the consumer and foodservice/food packaging
markets it serves. With 2009 sales of $3.4 billion, Pactiv derives more than 80 percent of its
sales from market sectors in which it holds the No. 1 or No. 2 market-share position. Pactivs
Hefty® brand products include waste bags, slider storage bags, disposable tableware, and disposable
cookware. Pactivs foodservice/food packaging offering is one of the broadest in the industry,
including both custom and stock products in a variety of materials. For more information, visit
www.pactiv.com.
About Reynolds Group Holdings Limited
Reynolds Group Holdings Limited is a leading global manufacturer and supplier of consumer food
and beverage packaging and storage products and operates through four primary segments: SIG,
Evergreen, Reynolds Consumer, and Closure Systems International. Reynolds Group Holdings Limited
is based in Chicago, Illinois. Additional information regarding Reynolds Group Holdings Limited is
available at www.reynoldspkg.com.
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