STAMFORD, Conn.--(BUSINESS WIRE)--Oct. 17, 2016--
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.
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Source: Silgan Holdings Inc.
Silgan Holdings Inc.
Robert B. Lewis, 203-406-3160