EX-99.1
4
prawcea6106.txt
PRESS RELEASE DATED 6/1/06
EXHIBIT 99.1
News
For Immediate Release SILGAN HOLDINGS INC.
4 Landmark Square
Suite 400
Stamford, CT 06901
Telephone: (203) 975-7110
Fax: (203) 975-7902
Contact:
Robert B. Lewis
(203) 406-3160
SILGAN HOLDINGS COMPLETES ACQUISITION OF
EUROPEAN WHITE CAP METAL CLOSURES BUSINESS
STAMFORD, CT, June 1, 2006 -- Silgan Holdings Inc. (Nasdaq:SLGN) today announced
that it has completed the acquisition of the Amcor White Cap closures business
in Europe. As anticipated, the closings for the Amcor White Cap closures
businesses in Turkey, China, Brazil, Venezuela and a portion of the Philippines
are expected to close upon satisfactory completion of specific closing
conditions pursuant to the purchase agreement. As a result of certain closing
conditions not being met, the remaining portion of the Amcor White Cap business
in the Philippines has not closed and may not close.
This combined business, which will operate under the name Silgan White Cap, is a
leading supplier of an extensive range of metal closures to consumer goods
packaging companies in the food and beverage industries in Europe, Asia and
South America. The European business, which had sales of approximately EUR 195.6
million (or approximately $250.6 million at current exchange rates) for its
fiscal year ended June 30, 2005, is headquartered in Hanover, Germany and
operates manufacturing facilities in Germany, Poland and Italy.
The purchase price for the European business was EUR 185.8 million (or
approximately $238.0 million), which includes assumed indebtedness of EUR 11.8
million (or approximately $15.1 million). Pursuant to the terms of the purchase
agreement, the Company also funded an incremental EUR 11.2 million (or
approximately $14.4 million) for higher working capital primarily for seasonal
(more)
SILGAN HOLDINGS
June 1, 2006
Page 2
purposes. The Company expects the transaction to be neutral to earnings in 2006
and potentially negative to earnings in the second quarter of 2006 principally
due to the initial write-up of inventory required for accounting purposes.
However, the transaction is expected to be accretive to 2007 earnings with
additional opportunity as certain synergies and cost savings initiatives are
realized. The Company's current earnings estimates exclude the impact of this
acquired business.
The Company also announced today that it closed on EUR 200 million (or
approximately $256.2 million) of incremental term loan borrowings under its
existing senior secured credit facility. The proceeds from this borrowing were
used to finance this transaction and the anticipated purchase price for the
non-European transactions. The terms for the incremental term loans are the same
as those under the Company's existing senior secured credit facility. An
affiliate of Deutsche Bank AG was the sole arranger of the transaction.
* * *
Silgan Holdings is a leading North American manufacturer of consumer goods
packaging products with annual net sales of approximately $2.5 billion in 2005.
Silgan operates 64 manufacturing facilities in the U.S., Canada and Europe. In
North America, Silgan is the largest supplier of metal containers for food
products and a leading supplier of plastic containers for personal care
products. In addition, Silgan is a leading supplier of metal, composite and
plastic vacuum closures for food and beverage products in North America and
Europe.
Statements included in this press release, which are not historical facts, are
forward looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act
of 1934. Such forward looking statements are made based upon management's
expectations and beliefs concerning future events impacting the Company and
therefore involve a number of uncertainties and risks, including, but not
limited to, those described in the Company's Annual Report on Form 10-K for 2005
and other filings with the Securities and Exchange Commission. Therefore, the
actual results of operations or financial condition of the Company could differ
materially from those expressed or implied in such forward looking statements.
* * *

EX - 99 . 1 4 prawcea6106 . txt PRESS RELEASE DATED 6 / 1 / 06 EXHIBIT 99 . 1 News For Immediate Release SILGAN HOLDINGS INC . 4 Landmark Square Suite 400 Stamford , CT 06901 Telephone : ( 203 ) 975 - 7110 Fax : ( 203 ) 975 - 7902 Contact : Robert B . Lewis ( 203 ) 406 - 3160 SILGAN HOLDINGS COMPLETES ACQUISITION OF EUROPEAN WHITE CAP METAL CLOSURES BUSINESS STAMFORD , CT , June 1 , 2006 -- Silgan Holdings Inc . ( Nasdaq : SLGN ) today announced that it has completed the acquisition of the Amcor White Cap closures business in Europe . As anticipated , the closings for the Amcor White Cap closures businesses in Turkey , China , Brazil , Venezuela and a portion of the Philippines are expected to close upon satisfactory completion of specific closing conditions pursuant to the purchase agreement . As a result of certain closing conditions not being met , the remaining portion of the Amcor White Cap business in the Philippines has not closed and may not close . This combined business , which will operate under the name Silgan White Cap , is a leading supplier of an extensive range of metal closures to consumer goods packaging companies in the food and beverage industries in Europe , Asia and South America . The European business , which had sales of approximately EUR 195.6 million ( or approximately $ 250.6 million at current exchange rates ) for its fiscal year ended June 30 , 2005 , is headquartered in Hanover , Germany and operates manufacturing facilities in Germany , Poland and Italy . The purchase price for the European business was EUR 185.8 million ( or approximately $ 238.0 million ) , which includes assumed indebtedness of EUR 11.8 million ( or approximately $ 15.1 million ) . Pursuant to the terms of the purchase agreement , the Company also funded an incremental EUR 11.2 million ( or approximately $ 14.4 million ) for higher working capital primarily for seasonal ( more ) SILGAN HOLDINGS June 1 , 2006 Page 2 purposes . The Company expects the transaction to be neutral to earnings in 2006 and potentially negative to earnings in the second quarter of 2006 principally due to the initial write - up of inventory required for accounting purposes . However , the transaction is expected to be accretive to 2007 earnings with additional opportunity as certain synergies and cost savings initiatives are realized . The Company 's current earnings estimates exclude the impact of this acquired business . The Company also announced today that it closed on EUR 200 million ( or approximately $ 256.2 million ) of incremental term loan borrowings under its existing senior secured credit facility . The proceeds from this borrowing were used to finance this transaction and the anticipated purchase price for the non - European transactions . The terms for the incremental term loans are the same as those under the Company 's existing senior secured credit facility . An affiliate of Deutsche Bank AG was the sole arranger of the transaction . * * * Silgan Holdings is a leading North American manufacturer of consumer goods packaging products with annual net sales of approximately $ 2.5 billion in 2005 . Silgan operates 64 manufacturing facilities in the U . S . , Canada and Europe . In North America , Silgan is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products . In addition , Silgan is a leading supplier of metal , composite and plastic vacuum closures for food and beverage products in North America and Europe . Statements included in this press release , which are not historical facts , are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934 . Such forward looking statements are made based upon management 's expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks , including , but not limited to , those described in the Company 's Annual Report on Form 10 - K for 2005 and other filings with the Securities and Exchange Commission . Therefore , the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements . * * *