LUXEMBOURG AND LOS ANGELES, Feb. 23,
2021 /PRNewswire/ -- 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.
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SOURCE Ardagh Group S.A.