Berry Global Group, Inc. Announces Recommended Superior Cash Offer for RPC

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-NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

-THIS ANNOUNCEMENT CONTAINSINSIDE INFORMATION

RECOMMENDED SUPERIORCASH OFFER

for

RPC GROUP PLC

by

BERRYGLOBAL INTERNATIONAL HOLDINGS LIMITED (BERY) (an indirect wholly-owned subsidiary of Berry Global Group, Inc. (Berry) to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006)

EVANSVILLE / ACCESSWIRE / March 8, 2019 /

Summary

  • The boards of directors of Berry Global International Holdings Limited (Berry Bidco) and RPC Group Plc (RPC) are pleased to announce that they have reached agreement on the terms of a recommended superior cash offer, to be made by Berry Bidco, pursuant to which Berry Bidco will acquire the entire issued and to be issued ordinary share capital of RPC (the Acquisition).

  • Berry Bidco is a newly incorporated company under the laws of England and Wales, formed by Berry, for the purpose of undertaking the Acquisition.

  • Under the terms of the Acquisition, each RPC Shareholder will be entitled to receive:

in respect of each RPC Share: 793 pence in cash (the Consideration)

  • The Consideration represents:

  • a premium of 16.0 per cent. to the Closing Price of 683.6 pence per RPC Share on 7 September 2018 (being the last Business Day prior to the commencement of the Offer Period);

  • an increase of 11 pence to the Apollo Offer of 782.0 pence; and

  • an aggregate value of £3,340 million for RPC's issued and to be issued share capital.

  • If any dividend and/or other form of capital return or distribution is announced, declared, made or paid by RPC in respect of RPC Shares on or after the date of this Announcement and prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

  • Pursuant to a firm offer announcement dated 23 January 2019, a final cash offer was made for the acquisition of the entire issued and to be issued ordinary share capital of RPC by Rome UK Bidco Limited, a company formed on behalf of funds managed by Apollo by way of Court-sanctioned scheme of arrangement (the Apollo Offer).

  • In light of the superior proposal put forward by Berry Bidco as compared to the Apollo Offer, the RPC Directors, who have been so advised by Rothschild & Co, Credit Suisse and Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RPC Directors, Rothschild & Co, Credit Suisse and Evercore have taken into account the commercial assessments of the RPC Directors.

  • Accordingly:

  • the RPC Directors intend to recommend unanimously that RPC Shareholders vote in favour of the Scheme at the Court Meeting and the RPC Resolutions at the RPC General Meeting; and

  • RPC has today announced that it has withdrawn its recommendation of the Apollo Offer and that it proposes to adjourn the RPC shareholder meetings convened for 20 March 2019 to consider the Apollo Offer.

  • It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of RPC pursuant to Part 26 of the Companies Act 2006, further details of which are contained in the full text of this Announcement and which will be set out in the Scheme Document. However, Berry Bidco reserves the right (in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel).

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This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Berry Global Group, Inc.



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https://www.accesswire.com/538462/Berry-Global-Group-Inc-Announces-Recommended-Superior-Cash-Offer-for-RPC

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