Chesapeake Services Limited (“Chesapeake”) and Multi Packaging Solutions, Inc. (“MPS”) announced today that they have entered into a definitive agreement to merge the two businesses. This merger of equals will create a leading global provider of print-based specialty packaging. The combined company will have sales of more than $1.4 billion on a pro forma basis, employ over 7,000 people throughout the world, and operate from more than 50 manufacturing facilities on three continents. The combined company will supply a broad range of packaging, including printed folded cartons, labels, inserts/leaflets, rigid boxes and specialist packaging for the pharmaceutical/healthcare, consumer, personal care, confectionery, spirits and multi-media end-markets. The vast majority of operations are divided between the United States and ten countries in Europe. The combined company will also have a growing presence in emerging markets, including from an existing facility in China.
Marc Shore, MPS’s CEO, said: “Joining these two companies will greatly benefit our customers and employees. The combined manufacturing footprint and technological capabilities are truly unique and will position us to match our customers’ needs with a broader range of products and operational flexibility. The ability to produce these goods and services in the United States, Europe and China will also give our customers consistency on a global basis. We are very excited to bring these two families of passionate, hardworking and committed employees together as they will ensure our future success.”
Mike Cheetham, Chesapeake’s CEO, said “I’m excited about the prospects this transaction offers for our collective customers, employees and suppliers. Both companies have benefited from a strong ongoing investment program and will continue to invest in order to deliver on the considerable growth opportunity this merger presents. Our extensive global network of dedicated operations provides our customers with a strategic partner for their long-term needs.”
Marc Shore has been appointed CEO of the combined company. Mike Cheetham and Dennis Kaltman, current MPS President, will be co-Presidents and will serve with Marc on the Executive Committee responsible for overseeing the integration and growth of the combined company.
Upon completing the merger, ownership in the combined company will be split evenly between funds managed by global alternative asset manager The Carlyle Group (“Carlyle”) and Chesapeake management, who currently collectively own 100% of Chesapeake, and investment funds advised by Madison Dearborn Partners, LLC (“Madison Dearborn”) and MPS management, who currently collectively own 100% of MPS. Completion of the merger is subject to customary closing conditions, including regulatory approval. It is anticipated that the merger will close during the first quarter of 2014.
In connection with the transaction, Credit Suisse acted as financial advisor to Chesapeake and Carlyle, and Latham & Watkins LLP served as legal counsel. Barclays and Moelis & Company acted as financial advisors to MPS and Madison Dearborn, and Ropes & Gray LLP served as legal counsel. Weil, Gotshal & Manges LLP served as legal counsel to Credit Suisse and Barclays.
Chesapeake is an international manufacturer of consumer packaging. The company is a leading supplier of printed folding cartons, leaflets and labels, as well as other specialist packaging to the pharmaceutical, confectionery, spirits and food markets. Chesapeake has 38 locations in Europe, the United States, and Asia and employs approximately 5,000 people worldwide.
About Multi Packaging Solutions
Multi Packaging Solutions (“MPS”) is a leading global provider of value-added packaging solutions to a diverse customer base across the healthcare and branded consumer markets. MPS provides customers with an extensive array of print-based specialty packaging, including premium folding cartons, labels, inserts/leaflets, and specialty packaging across a variety of substrates and finishes. The company has 60 manufacturing locations in North America, Asia and Europe and employs approximately 8,800 people. MPS is listed on the New York Stock Exchange. For more information, please visit www.multipkg.com.
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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the merger and the anticipated consequences and benefits of the merger, the targeted close date for the merger, the consent solicitation of holders of MPS notes, our expectations with respect to future growth prospects and the impact of the transaction on our operations and financial performance, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approval, the ability to finance the transaction (including the completion of the debt financings), the ability to successfully operate and integrate the MPS and Chesapeake operations and realize estimated synergies, the ability to achieve expected operational efficiencies and economies of scale, as well as other factors. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.