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Novolex\u00ae<\/a> and Pactiv Evergreen Inc.<\/a> announced today they have entered into a definitive agreement to combine, creating a leading manufacturer in food, beverage and specialty packaging products.<\/p>\n This transaction is supported by funds managed by affiliates of Apollo (the \u201cApollo Funds\u201d), the majority shareholder of Novolex since 2022, and Canada Pension Plan Investment Board (\u201cCPP Investments\u201d), which will contribute approximately US$1 billion and will become a significant minority shareholder in the post-merger company.<\/p>\n The combination brings together two highly complementary businesses that will offer a broad product platform, establishing one of the most diverse substrate offerings in the packaging industry. The asset base will include an extensive manufacturing footprint and an expansive distribution network, enhancing the combined company\u2019s ability to serve customers ranging from large, blue-chip brands to small businesses that serve millions of consumers every day.<\/p>\n \u201cThis transaction reflects the continuation of our long-term growth strategy to create the industry\u2019s most innovative, sustainable and customer-focused company<\/a>,\u201d said Stan Bikulege, Chairman and CEO of Novolex. \u201cPactiv Evergreen\u2019s strong product portfolio, along with their talented team, will complement and add significant depth to Novolex\u2019s diverse packaging solutions. Our companies share a dedication to customer success, a steadfast entrepreneurial spirit and have aligned values of integrity, collaboration and excellence. Our commitment to employees is unwavering in making this a best-in-class, high growth platform. We\u2019re excited to continue our growth journey and are confident this combination will strengthen the future of food and beverage packaging.\u201d<\/p>\n Michael King, President and Chief Executive Officer of Pactiv Evergreen, said, \u201cWe are pleased to reach this agreement with Novolex, which shares our commitment to product quality<\/a> and recognizes our potential for future growth. The Board and leadership team evaluated a range of opportunities and are confident this transaction maximizes shareholder value and is the best path forward for all stakeholders. This milestone is a testament to our talented employees, and Pactiv Evergreen\u2019s inherent value. Over the past three years, we\u2019ve made significant progress on our transformation, focusing on our core strengths while driving operational excellence and enhancing profitability. We look forward to this next exciting chapter.\u201d<\/p>\n \u201cNovolex and Pactiv Evergreen serve attractive end markets, and both companies have made tremendous progress in recent years to enhance their operations and strengthen their focus on product innovation and sustainability leadership. As the packaging industry continues to evolve, bringing together these two talented teams will better position the combined company with enhanced and complementary capabilities to meet shifting consumer demands and provide the highest quality products and services to customers. We\u2019re proud to support Novolex and Pactiv Evergreen and look forward to our continued partnership with Stan and the management team as they drive innovation and sustainable growth,\u201d said Rob Seminara and Peter Sinensky, Partners at Apollo.<\/p>\n \u201cWe are pleased to support this transformative combination of Novolex and Pactiv Evergreen,\u201d said Sam Blaichman, Managing Director, Head of North America, Direct Private Equity at CPP Investments. \u201cWe look forward to working alongside Apollo with Stan and the management team to realize the potential of the combined company.\u201d<\/p>\n Under the terms of the agreement, Novolex will acquire Pactiv Evergreen for $18.00 per share in an all-cash transaction valued at $6.7 billion, inclusive of Pactiv Evergreen\u2019s net debt as of September 30, 2024. The transaction consideration represents a 49% premium to the two-month unaffected volume weighted average trading price as of December 2, 2024, the last trading day prior to media reports regarding a potential transaction. Upon the completion of the transaction, Pactiv Evergreen will become a privately held company, and its common stock will no longer be listed on Nasdaq. The combined company will be led by Novolex Chairman and CEO Stan Bikulege.<\/p>\n The transaction has been approved by the Pactiv Evergreen Board of Directors and is subject to receipt of regulatory approvals and other customary closing conditions. The transaction has also been approved by Packaging Finance Limited, in its capacity as the majority shareholder of Pactiv Evergreen, and no other shareholder approval is required. The transaction is not subject to a financing condition and is expected to close in mid-2025.<\/p>\n<\/div>\nCompelling Strategic Combination and Financial Rationale<\/h4>\n
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Transaction Details<\/h4>\n