Transcontinental Inc. to acquire Coveris Americas

Montréal—Transcontinental Inc. (TC Transcontinental) has announced it has entered into a definitive agreement to acquire the business of Coveris Americas, a business held by Coveris Holdings S.A., a portfolio company of Sun Capital Partners, Inc. for a purchase price of US$1.32 billion (~CDN$1.72 billion), subject to customary closing adjustments.

Coveris Americas is one of the Top 10 converters of flexible packaging and other value-added products in North America based on revenues for its fiscal year ended December 31, 2017.

Headquartered in Chicago, Illinois, Coveris Americas manufactures a variety of flexible plastic and paper products, including rollstock, bags and pouches, coextruded films, shrink films, coated substrates and labels. As of December 31, 2017, Coveris Americas operated 21 production facilities worldwide, namely in the Americas, the United Kingdom and Australasia. Coveris Americas has over 3,100 employees, the majority of whom are located in the Americas. For its fiscal year ended December 31, 2017, Coveris Americas generated US$966 million in revenues and US$128 million in Adjusted EBITDA.

“Today’s announcement marks a turning point in TC Transcontinental’s 42-year history. This transaction crystallizes our strategic shift toward flexible packaging and solidifies our commitment to profitable growth,” says Transcontinental Inc. chair of the board Isabelle Marcoux. “We are convinced that this transformational acquisition will be a driver in the creation of long-term value for all of our stakeholders. It is with pride that we begin the next chapter of our successful journey with Coveris Americas, its employees and customers, building on our values of respect, teamwork, performance and innovation.”

Adds TC Transcontinental chief executive officer François Olivier: “We are thrilled to announce such a game-changing transaction for TC Transcontinental and to bring our vision of becoming a North American leader in flexible packaging to life. The acquisition of Coveris Americas adds significant depth and scale to our existing platform, with flexible packaging operations now expected to be our largest division in terms of TC Transcontinental’s pro forma revenues based on its fiscal year 2017. This transaction complements and bolsters our existing product offering in several flexible packaging end markets including dairy, pet food and consumer products. Additionally, it allows us to enter new and attractive flexible packaging end markets such as agriculture, beverage and protein. We are looking forward to building on our combined strengths and to continue working with Coveris Americas’ loyal customers, many of whom are market leaders. We are also eager to welcome Coveris Americas’ talented employees who will bring their leading-edge expertise to TC Transcontinental.”

Coveris Americas chief executive officer Craig Reese states, “Today marks an exciting milestone for Coveris Americas as we join TC Transcontinental, a company that shares our passion for growth through innovation, service and quality.”

Sun Capital Partners, Inc. co-chief executive officer Marc Leder, adds: “We are extremely proud of our partnership with the management team to grow and improve Coveris Americas, and we are confident that TC Transcontinental is the right home for the business to continue its industry leadership.”

Complementing its solid printing and media operations, this acquisition significantly diversifies TC Transcontinental’s business into flexible packaging.

Based on Coveris Americas’ financial results for its fiscal year ended December 31, 2017 and on TC Transcontinental’s financial results for its fiscal year ended October 29, 2017, the pro forma consolidated revenues and Adjusted EBITDA for the combined entity for fiscal 2017 are estimated at CDN$3.3 billion and CDN$564 million, respectively, with flexible packaging accounting for approximately 48 percent of total revenues.

The acquisition is expected to be completed in the third quarter of TC Transcontinental’s fiscal year 2018.

ACQUISITION RATIONALE

• The Acquisition positions TC Transcontinental among the Top 10 flexible packaging converters in North America. It creates a leading flexible packaging supplier in North America with pro forma combined revenues attributable to the packaging division of CDN$1.6 billion and Adjusted EBITDA of C$210 million in fiscal 2017;
• The Acquisition provides TC Transcontinental with a strong position across a broad range of flexible packaging’s growing end markets, such as a strong pro forma position in dairy, pet food, beverage, agriculture and consumer products;
• The Acquisition expands TC Transcontinental’s product offering with best-in-class capabilities and greater film manufacturing capabilities: Complementary manufacturing capabilities in printing, lamination, converting and extrusion, with significant expertise in high-end blown extrusion as well as cast extrusion; Expansion of product offering with barrier films, thermoformed films, shrink bags, cast nylon, multi-wall bags, banana tree bags, mulch films and coatings, among others; and; Capability to insource a portion of film production
• The Acquisition enhances TC Transcontinental’s relationships with large, market leading customers.Coveris Americas brings a broad portfolio of approximately 3,500 customers, including longstanding relationships with many key accounts;
• The Acquisition provides an integrated flexible packaging platform leading to potential economies of scale:Adds an extensive footprint of 21 well-invested production facilities in the United States, Canada, Ecuador, Guatemala, Mexico, the United Kingdom, New Zealand and China to TC Transcontinental’s seven existing flexible packaging facilities; and; Increases business scale thereby strengthening TC Transcontinental’s competitive position.

HIGHLIGHTS OF FINANCIAL BENEFITS OF THE ACQUISITION

• Immediately accretive to adjusted net earnings per share3 and free cash flow per share before cost synergies;
• Expected annual cost synergies of approximately US$20 million to be achieved over a 24-month period following the Acquisition, generated mainly from economies of scale.

ABOUT TC TRANSCONTINENTAL
TC Transcontinental is Canada’s largest printer and a key supplier of flexible packaging in North America. The corporation is also a leader in its specialty media segments. TC Transcontinental’s mission is to create products and services that allow businesses to attract, reach and retain their target customers. TC Transcontinental currently has over 6,100 employees in Canada and the United States, and had revenues of approximately $2.0 billion for the fiscal year ended October 29, 2017. For more information, visit www.tc.tc.

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