Silgan Announces Commencement of Tender Offer to Purchase up to $250 Million of Stock & Authorization for Additional Stock Re...
October 17 2016 - 8:00AM
Business Wire
Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid
packaging for shelf-stable food and other consumer goods products,
announced today that it has commenced a “modified Dutch auction”
tender offer to purchase up to $250 million of its common stock.
The tender offer begins today.
In addition, Silgan announced today that its Board of Directors
has authorized Silgan to repurchase up to an additional $300
million of its common stock, effective through December 31, 2021.
This new authorization, together with the remaining amount from a
previous authorization, results in an aggregate outstanding
authorization for stock repurchases of approximately $398.8
million, a portion of which will be utilized in the tender offer
commenced today.
“We remain committed to driving shareholder value through a
combination of acquisitions, organic investments and return of
capital to shareholders,” commented Bob Lewis, Executive Vice
President and CFO. “Given the stable cash flow generation of our
business, our relatively low net debt leverage level and the
continued low interest rate environment, we believe that it is
appropriate at this time to return capital to shareholders in the
form of a share repurchase. This return of capital will bring our
net debt leverage toward the middle of our targeted range, while
still allowing us to pursue other strategic initiatives,” concluded
Mr. Lewis.
Under the terms of the tender offer, Silgan stockholders will
have the opportunity to tender some or all of their shares at a
price within a range of $45.50 to $52.25 per share. Based on the
number of shares tendered and the prices specified by the tendering
stockholders, Silgan will determine the lowest per share price
within the range that will enable it to purchase $250 million in
shares, or such lesser number of shares that are properly tendered.
All shares accepted for payment will be purchased at the same
price, regardless of whether a stockholder tendered such shares at
a lower price within the range. The high end of the price range of
$52.25 for the tender offer represents approximately a 9.3% premium
to the closing price per share of $47.81 for Silgan’s common stock
on October 14, 2016. At the maximum price of $52.25 per share,
Silgan would purchase a maximum of 4,784,688 shares, which
represents approximately 7.9% of Silgan’s currently outstanding
common stock. At the minimum price of $45.50 per share, Silgan
would purchase a maximum of 5,494,505 shares, which represents
approximately 9.1% of Silgan’s currently outstanding common stock.
Silgan expects to fund this repurchase from available cash on hand
and revolving loan borrowings under its senior secured credit
facility.
The tender offer will be subject to various terms and conditions
as will be described in the offer materials that will be publicly
filed and distributed to stockholders shortly. Additional copies of
the offer materials will also be available from the Information
Agent for the tender offer, Georgeson LLC. The Dealer Manager for
the tender offer is Citigroup.
None of Silgan’s management, its Board of Directors and
executive officers, the Information Agent, the Depositary or the
Dealer Manager is making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares in the
tender offer. Silgan’s directors and executive officers are
entitled to participate in the tender offer on the same basis as
all other stockholders, and certain of Silgan’s directors and
executive officers may tender shares in the tender offer, subject
to acceptance in the tender offer. Further, each of Messrs. R.
Philip Silver and D. Greg Horrigan, Silgan’s co-founders and
Non-Executive Co-Chairmen of the Board of Directors, has informed
Silgan that he, and certain persons and entities that are record
owners of shares of Silgan’s common stock that are deemed
beneficially owned by him, currently intend to tender in the tender
offer such number of shares of Silgan’s common stock with a goal
that, assuming that Silgan purchases shares of its common stock in
the tender offer for an aggregate purchase price of $250 million,
would result in him maintaining approximately the same percentage
beneficial ownership interest in Silgan’s common stock that he has
immediately prior to the tender offer, subject to the effects of
proration.
Stockholders must decide how many shares they will tender, if
any, and the price within the stated range at which they will
tender their shares. Stockholders should consult their financial
and tax advisors in making this decision.
This press release is for information purposes only and is not
an offer to purchase or the solicitation of an offer to sell any
shares of Silgan’s common stock. The solicitation of offers to
purchase shares of Silgan’s common stock will be made only pursuant
to the tender offer documents, including an Offer to Purchase and
related Letter of Transmittal that Silgan intends to distribute to
stockholders and file with the Securities and Exchange Commission
shortly.
SILGAN STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ON THE TENDER OFFER.
Holders of Silgan’s common stock will be able to obtain these
documents as they become available free of charge at the Securities
and Exchange Commission’s website at www.sec.gov, or at the Securities and Exchange
Commission’s public reference room located at 100 F Street, N.E.,
Washington, DC 20549. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information about the
public reference room. In addition, holders of Silgan’s common
stock will also be able to request copies of the Tender Offer
Statement, the Offer to Purchase, related Letter of Transmittal and
other filed tender offer documents free of charge by contacting
Georgeson LLC, the Information Agent for the tender offer, by
telephone 1-866-729-6811 (toll-free) or in writing at the following
address: c/o Georgeson LLC, 1290 Avenue of the Americas, 9th Floor,
New York, New York 10104.
Silgan is a leading supplier of rigid packaging for shelf-stable
food and other consumer goods products with annual net sales of
approximately $3.8 billion in 2015. Silgan operates 87
manufacturing facilities in North and South America, Europe and
Asia. Silgan is a leading supplier of metal containers in North
America and Europe and a leading worldwide supplier of metal,
composite and plastic closures for food and beverage products. In
addition, Silgan is a leading supplier of plastic containers for
shelf-stable food and personal care products in North America.
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, as
amended. 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 2015 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161017005644/en/
Silgan Holdings Inc.Robert B. Lewis,
203-406-3160
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Apr 2023 to Apr 2024