24.06.2024 12:00:05 - dpa-AFX: GNW-Adhoc: Sonoco to Acquire Eviosys, Creating The World's Leading Metal Food Can and Aerosol Packaging Platform

Advances Sonoco's Shareholder Value Creation Strategy Through Disciplined and
                         High Return Capital Investment
    Transaction Value of Approximately $3.9 Billion Represents a Multiple of
             7.3x 2024 Expected Adjusted EBITDA Including Synergies

Rodger Fuller, Chief Operating Officer, to Lead Integration; Expect to Achieve
Over $100 Million of Synergies Within 24 Months
Acquisition Expected to be Immediately Accretive to Adjusted EPS and Over 25%
Accretive to 2025 Expected Adjusted EPS(1)
Transaction Advances Portfolio Transformation Strategy with Initiated Execution
                                  of at Least
        $1 Billion Divestiture Plan, with Net Proceeds for Deleveraging

Sonoco Intends to Retain an Investment Grade Rating with Plans to Deleverage to
Below 3.0x Within 24 Months
Sonoco will Host an Investor and Analyst Conference Call Today at 8:30 a.m. ET
HARTSVILLE, S.C., June 24, 2024 (GLOBE NEWSWIRE) -- Sonoco Products Company
("Sonoco" or the "Company") (NYSE: SON), a global leader in high-value
sustainable packaging, today announced it has entered into an agreement to
acquire Eviosys, Europe's leading food cans, ends and closures manufacturer,
from KPS Capital Partners, LP ("KPS") for approximately $3.9 billion (the
"Transaction").
The Transaction accelerates Sonoco's strategy to focus on and scale its core
businesses and invest in high return opportunities, both organically and
inorganically. Following the Transaction, Sonoco will be the leading metal food
can and aerosol packaging manufacturer globally. Both Sonoco's metal business
and Eviosys have meaningful commercial momentum and the Transaction facilitates
Sonoco's ability to partner with customers and lead with innovation and
sustainability.
Eviosys is a leading global supplier of metal packaging, producing food cans and
ends, aerosol cans, metal closures and promotional packaging to preserve the
products of hundreds of consumer brands. Eviosys has the largest metal food can
manufacturing footprint in the EMEA region, with approximately 6,300 employees
in 44 manufacturing facilities across 17 countries. Sonoco estimates Eviosys's
2024 revenues will be approximately $2.5 billion and its 2024 adjusted EBITDA
will be approximately $430 million. Eviosys has meaningful commercial and
operational momentum and has increased EBITDA by approximately 50% since 2021.
Sonoco expects to achieve over $100 million of synergies from the integration of
Eviosys with Sonoco's complementary metal can business. Rodger Fuller, Sonoco's
Chief Operating Officer, will lead the integration with a focus on customer and
supplier relationships, employee continuity, operational excellence, and synergy
realization, while combining the best of Sonoco's culture with the rich history
and heritage of Eviosys.
"The acquisition of Eviosys establishes our global leadership in metal food can
and aerosol packaging, marking an exciting milestone in our strategy to scale
our core strategic metal packaging platform and position Sonoco for long-term
value creation," said Howard Coker, President and Chief Executive Officer of
Sonoco. "Eviosys brings extensive global reach and an attractive, growing
customer base that perfectly complements our existing metal packaging offering.
Together with the talented team at Eviosys, we are focused on unlocking new
opportunities in attractive end-markets, providing our customers with a stronger
value proposition and generating strong returns for our shareholders."
"For over 200 years, we have provided best-in-class metal packaging that
enhances the appeal of our customers' brands," said Tomas Lopez, Chief Executive
Officer of Eviosys. "By combining with Sonoco, we will work to bring our high
quality, sustainable and innovative packaging solutions to new and existing
customers around the globe. Our companies share a strong commitment to providing
the highest levels of customer service, safety for our employees, and operating
efficiencies, and I look forward to joining the incredibly talented team at
Sonoco as we work to deliver the benefits of this acquisition to all our
stakeholders."
Strategic and Financial Benefits
  * Establishes Global Leadership in Our Core Metal Packaging Business:
    The acquisition of Eviosys builds on the 2022 acquisition of Ball Metalpack
    and generates another leading position in a core business for Sonoco.

Combining Eviosys's leading position in EMEA with Sonoco's existing position
    in the U.S. expands Sonoco's total addressable market in metal packaging to
    approximately $25 billion globally. Sonoco plans to leverage Eviosys's
    highly complementary portfolio to more effectively serve both new and
    existing customers and accelerate organic growth opportunities in consumer-
    oriented end markets. The combined manufacturing footprint is well invested
    with upgraded equipment and positioned in close proximity to key customers,
    allowing Sonoco to unlock and drive operational efficiencies.
  * Creates Clear and Actionable Synergies:
    Sonoco has identified over $100 million of potential synergies from the
    optimization of sourcing, supply chain improvements, raw material
    procurement savings, manufacturing footprint optimization and streamlining

SG&A. The majority of the synergies are expected to be realized in the first
    year of ownership with the balance realized over the following 12 months.
  * Strong Value Creation Profile:
    Sonoco expects the Transaction to be immediately accretive to Adjusted EPS
    and over 25% accretive to 2025 expected Adjusted EPS(2). Eviosys generates
    meaningful operating cash flow and pro forma for the transaction Sonoco's
    EBITDA minus capital expenditures is expected to be approximately 40%
    greater in 2025. The acquisition is expected to result in a return on
    invested capital in excess of Sonoco's cost of capital beginning in year
    one.
  * Sonoco to Advance Portfolio Transformation Strategy with Divestitures:
    The acquisition of Eviosys is a meaningful advancement of our portfolio
    transformation strategy that also includes significant divestitures. Sonoco
    intends to divest ThermoSafe, its leading temperature assured packaging
    business, as well as other businesses and expects to achieve at least $1
    billion of total proceeds from divestitures in the next twelve to eighteen
    months. We believe that these divestitures enable greater strategic clarity
    and operational focus while also generating proceeds to fund deleveraging
    and high return capital investments in core businesses.
  * Maintains Sonoco's Commitment to its Investment Grade Credit Profile:
    Sonoco intends to maintain its investment grade credit rating. Sonoco has
    structured the financing of the Transaction to align with its strategic

priority of retaining access to capital and prudent financial policy. Sonoco
    intends to finance the transaction with new debt and the proceeds from an
    issuance of up to $500 million in equity. KPS has agreed to invest up to
    $200 million in Sonoco to support the Transaction through the equity
    offering. With debt reduction from divestitures and cash from operations,
    Sonoco expects to achieve net leverage below 3.0x within 24 months of the
    Transaction.
  * Accelerates Sustainability Commitments:

Sonoco and Eviosys's combined management teams are committed to accelerating
    sustainability initiatives for the environment and the communities where we
    operate. Eviosys also advances Sonoco's portfolio of sustainable solutions
    and offerings across regions and end markets to support the sustainability
    needs of our customers. Sustainability integration will be a cornerstone of
    our integration efforts.

Transaction Details, Financing, Timing and Approvals
Under the terms of the agreement, Sonoco will acquire Eviosys from KPS for
approximately $3.9 billion (EUR3.615 billion) on a cash-free, debt-free basis.
Sonoco has committed financing for the entirety of the transaction price.
The Boards of Directors of both companies have unanimously approved the
transaction. The Transaction expected to occur by the end of 2024, subject to
the completion of required works council consultations, the receipt of required
regulatory approvals and other customary closing conditions.
Eviosys's current CEO, Tomas Lopez, will remain with Sonoco and lead the
Company's EMEA metal packaging business.
Advisors
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are serving as financial
advisors to Sonoco and Freshfields Bruckhaus Deringer LLP is serving as Sonoco's
legal counsel. Rothschild & Co is acting as financial advisor to Eviosys and
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as Eviosys's legal
advisor.
Investor Conference Call Webcast
The Company will host a conference call to discuss the transaction beginning at
8:30 am Eastern Time today, June 24, 2024.
A live audio webcast of the call along with supporting materials will be
available on the Sonoco Investor Relations website at
https://investor.sonoco.com/. A webcast replay will be available on the
Company's website for at least 30 days following the call.
 Time:          Monday, June 24, 2024 at 8:30 a.m. Eastern Time
 Audience       To listen via telephone, please register in advance at
 Dial-In:       https://register.vevent.com/register/BI17b5bcb574504b0e846555c3
                d7bb547e
                After registration, all telephone participants will receive the
                dial-in number along with a unique PIN number that can be used
                to access the call.
 Webcast Link:  https://edge.media-server.com/mmc/p/vmrk5tr6

Forward-Looking Statements
Statements included herein that are not historical in nature, are intended to
be, and are hereby identified as "forward-looking statements" for purposes of
the safe harbor provided by Section 21E of the Securities Exchange Act of 1934,
as amended. In addition, the Company and its representatives may from time to
time make other oral or written statements that are also "forward-looking
statements". Words such as "assume", "believe", "committed", "continue",
"could", "estimate", "expect", "focused", "future", "guidance", "likely", "may",
"ongoing", "outlook", "potential", "seek", "strategy", "will", or the negative
thereof, and similar expressions identify forward-looking statements.
Forward-looking statements in this communication include statements regarding,
but not limited to: the proposed Acquisition and the timing thereof, including
works council consultations, regulatory approvals and the satisfaction of other
closing conditions; the expected debt profile and cash flows of the combined
company; the pro forma adjusted EBITDA and net leverage of the combined company;
the expected cost synergies to be achieved from the proposed Acquisition;
statements regarding the Company's expected future financial condition and
results of operations, including revenue Adjusted EPS and Adjusted EBITDA.
Such forward-looking statements are based on current expectations, estimates and
projections about our industry, management's beliefs and certain assumptions
made by management. Such information includes, without limitation, discussions
as to guidance and other estimates, perceived opportunities, expectations,
beliefs, plans, strategies, goals and objectives concerning our future financial
and operating performance. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict.
Therefore, actual results may differ materially from those expressed or
forecasted in such forward-looking statements. Risks and uncertainties include,
among other things: risks related to the proposed Acquisition, including that
the proposed Acquisition will not be consummated; the ability to receive
regulatory approvals for the proposed Acquisition in a timely manner, on
acceptable terms or at all, or to satisfy the other closing conditions to the
proposed Acquisition; conditions in the credit markets and the ability to obtain
financing for the proposed Acquisition on a favorable basis if at all; the
ability to retain key employees and successfully integrate Eviosys; our ability
to realize estimated cost savings, synergies or other anticipated benefits of
the proposed Acquisition, or that such benefits may take longer to realize than
expected; diversion of management's attention; the potential impact of the
announcement or consummation of the proposed Acquisition on relationships with
clients and other third parties? the operation of new manufacturing
capabilities? the Company's ability to achieve anticipated cost and energy
savings? the availability, transportation and pricing of raw materials, energy
and transportation, including the impact of potential changes in tariffs or
sanctions and escalating trade wars, and the impact of war, general regional
instability and other geopolitical tensions (such as the ongoing conflict
between Russia and Ukraine as well as the economic sanctions related thereto,
and the ongoing conflict in Israel and Gaza), and the Company's ability to pass
raw material, energy and transportation price increases and surcharges through
to customers or otherwise manage these commodity pricing risks? the costs of
labor? the effects of inflation, fluctuations in consumer demand, volume
softness, and other macroeconomic factors on the Company and the industries in
which it operates and that it serves? the Company's ability to meet its
environmental and sustainability goals, including with respect to greenhouse gas
emissions? and to meet other social and governance goals, including challenges
in implementation thereof? and the other risks, uncertainties and assumptions
discussed in the Company's filings with the Securities and Exchange Commission,
including its most recent reports on Forms 10-K and 10-Q, particularly under the
heading "Risk Factors". The Company undertakes no obligation to publicly update
or revise forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed herein might not occur.
Use of Non-GAAP information
We refer to certain non-GAAP financial measures in this press release,
including:
* Adjusted earnings per common share ("Adjusted EPS"), defined as GAAP
earnings per share adjusted to exclude amounts, including the associated tax
    effects, relating to: restructuring/asset impairment charges; acquisition,
    integration and divestiture-related costs; gains or losses from the
    divestiture of businesses and other assets; losses from the early

extinguishment of debt; non-operating pension costs; amortization expense on
    acquisition intangibles; changes in last-in, first-out ("LIFO") inventory
    reserves; certain income tax events and adjustments; derivative
    gains/losses; other non-operating income and losses; and certain other
    items, if any.
  * Adjusted EBITDA, defined as net income excluding the following: interest
    expense; interest income; provision for income taxes; depreciation,
    depletion and amortization expense; non-operating pension costs; net
    income/loss attributable to noncontrolling interests; restructuring/asset
    impairment charges; changes in LIFO inventory reserves; gains/losses from

the divestiture of businesses and other assets; acquisition, integration and
    divestiture-related costs; other income; derivative gains/losses; and other
    non-GAAP adjustments, if any, that may arise from time to time.
  * Adjusted EBITDA Margin, defined as Adjusted EBITDA divided by net sales.
  * Earnings before interest, taxes, depreciation, and amortization, or EBITDA
    of Eviosys.
  * Net leverage, which is defined as total debt less cash divided by Adjusted
    EBITDA.

A quantitative reconciliation of the expected EBITDA, Adjusted EBITDA and
expected Adjusted EPS to the most directly comparable GAAP measures cannot be
provided without unreasonable efforts because certain items may have not yet
occurred or are out of the Company's or Eviosys's control and/or cannot be
reasonably predicted. In addition, quantitative reconciliations of our full year
2024 Adjusted EBITDA and Adjusted EPS guidance cannot be provided due to the
likely occurrence of one or more of the following, the timing and magnitude of
which we are unable to reliably forecast without unreasonable efforts:
restructuring costs and restructuring-related impairment charges,
acquisition/divestiture-related costs, gains or losses on the sale of businesses
or other assets, and the income tax effects of these items and/or other income
tax-related events.
These non-GAAP financial measures are not calculated in accordance with, nor are
they an alternative for, measures conforming to GAAP, and they may be different
from non-GAAP financial measures used by other companies. In addition,
these non-GAAP financial measures are not based on any comprehensive set of
accounting rules or principles.
The Company presents these non-GAAP financial measures to provide investors with
information to evaluate Sonoco's operating results in a manner similar to how
management evaluates business performance. The Company consistently applies
its non-GAAP financial measures presented herein and uses them for internal
planning and forecasting purposes, to evaluate its ongoing operations, and to
evaluate the ultimate performance of management and each business unit against
plans/forecasts. In addition, these same non-GAAP financial measures are used in
determining incentive compensation for the entire management team and in
providing earnings guidance to the investing community.
Material limitations associated with the use of such measures include that they
do not reflect all period costs included in operating expenses and may not be
comparable with similarly named financial measures of other companies.
Furthermore, the calculations of these non-GAAP financial measures are based on
subjective determinations of management regarding the nature and classification
of events and circumstances that the investor may find material and view
differently.
To compensate for any limitations in such non-GAAP financial measures, we
believe that it is useful in evaluating results to review both GAAP information,
which includes all of the items impacting financial results, and the
related non-GAAP financial measures that exclude certain elements, as described
above. Further, Sonoco management does not, nor does it suggest that investors
should, consider any non-GAAP financial measures in isolation from, or as a
substitute for, financial information prepared in accordance with GAAP.
This press release is neither an offer to sell nor a solicitation of an offer to
buy any securities of the Company. Any such offer will only be made pursuant to
a prospectus filed with the SEC.
About Sonoco:
With net sales of approximately $6.8 billion in 2023, Sonoco has approximately
22,000 employees working in more than 300 operations around the world, serving
some of the world's best-known brands. With our corporate purpose of Better
Packaging. Better Life., Sonoco is committed to creating sustainable products
and a better world for our customers, employees, and communities. Sonoco was
named one of America's Most Responsible Companies by Newsweek. For more
information on the Company, visit our website at www.sonoco.com
(https://www.globenewswire.com/Tracker?data=s88XagTFZf4tjXH8hXKUi8et1ClszzDXyeps
g9vpTIMXr_7tD3qqHH33Z_gdhIhpCf9o2DCV1ZP5DyRXPhzgMA==).
About Eviosys
Eviosys is a leading global supplier of metal packaging, producing food cans and
ends, aerosol cans, metal closures and promotional packaging to preserve the
products of hundreds of consumer brands. Eviosys has the largest manufacturing
footprint in Europe, the Middle East and Africa (EMEA) with 6,300 employees in
44 manufacturing facilities across 17 countries in the region. In 2023, it
generated EUR2.41 billion in revenue. Eviosys is a portfolio company of KPS
Capital Partners, LP.
About KPS Capital Partners, LP
KPS, through its affiliated management entities, is the manager of the KPS
Special Situations Funds, a family of investment funds with approximately $21.6
billion of assets under management (as of March 31, 2024). For over three
decades, the Partners of KPS have worked exclusively to realize significant
capital appreciation by making controlling equity investments in manufacturing
and industrial companies across a diverse array of industries, including basic
materials, branded consumer, healthcare and luxury products, automotive parts,
capital equipment and general manufacturing. KPS creates value for its
investors by working constructively with talented management teams to make
businesses better, and generates investment returns by structurally improving
the strategic position, competitiveness and profitability of its portfolio
companies, rather than primarily relying on financial leverage. The KPS Funds'
portfolio companies currently generate aggregate annual revenues of
approximately $19.6 billion, operate 223 manufacturing facilities in 26
countries, and have approximately 47,000 employees, directly and through joint
ventures worldwide (as of March 31, 2024). The KPS investment strategy and
portfolio companies are described in detail at www.kpsfund.com
(http://www.kpsfund.com).
Contact Information
Investors
Lisa Weeks
Vice President of Investor Relations & Communications
lisa.weeks@Sonoco.com
843-383-7524
Media
FGS Global
Sonoco@fgsglobal.com (mailto:Sonoco@fgsglobal.com)
_________________________
(1) Based on FactSet estimates at 4:00 pm ET on 6/21/24
(2) Based on FactSet estimates at 4:00 pm ET on 6/21/24
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Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
SONOCO PROD. CO. 861171 Frankfurt 47,000 28.06.24 08:05:01 -0,800 -1,67% 47,000 49,800 47,000 47,800

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