Definitive Agreement Reached for WestRock to Acquire Multi Packaging Solutions

WestRock Company and Multi Packaging Solutions International Limited (MPS) announced that a definitive agreement has been reached for WestRock to acquire all of the outstanding shares of MPS for $18.00 per share in cash and the assumption of an estimated $873 million in net debt, for a total enterprise value of $2.28 billion. This enterprise value represents a trailing 12-month adjusted EBITDA multiple as of Sept. 30, 2016, of 9.6 times, and 7.1 times including anticipated synergy and performance improvements.
 
Founded in 2005, and headquartered in New York, NY, MPS is a leading global provider of print-based specialty packaging solutions. MPS’ product offering includes premium folding cartons, inserts, labels and rigid packaging, and it serves a diverse, blue chip customer base, primarily in the growing consumer and healthcare sectors.
 
The company serves its customers on a global basis through 59 locations across North America, Europe and Asia. On a trailing twelve-month basis as of September 30, 2016, MPS generated revenue of $1.6 billion and Adjusted EBITDA of $237 million.
 
The transaction will be financed through a combination of cash on hand and existing credit facilities. WestRock expects to refinance existing MPS debt assumed as part of the transaction upon closing.
 
“The acquisition of MPS is an important step forward that advances our strategy and will create significant value for our customers, employees and shareholders,” said Steve Voorhees, chief executive officer of WestRock. “Through this transaction, we will add a leader in the value-added packaging sector that strengthens our differentiated portfolio of paper and packaging solutions. Led by their talented management team, MPS shares our commitment to provide our customers with differentiated packaging solutions that help them win in the marketplace.”
 
“The MPS family is excited to join WestRock and take this logical next step in the progression of our company,” said Marc Shore, CEO and founder of MPS. “Becoming part of WestRock greatly enhances the portfolio of products we can offer our customers and provides additional scale, resources and capabilities.”
 
Marc Shore and Dennis Kaltman, president, MPS, will join WestRock as part of the transaction.
 
The transaction builds on WestRock’s consumer packaging platform and accelerates its strategy to be the premier partner and unrivaled provider of winning solutions to its customers. MPS brings strong complementary print, graphics and design capabilities that will enhance WestRock’s presence in the growing healthcare and consumer markets that includes spirits, confectionary, beauty and cosmetics. These markets collectively represented 90% of MPS revenue in fiscal 2016.
 
The transaction is subject to a vote by MPS’ shareholders and is expected to close in WestRock’s third quarter fiscal 2017, subject to the receipt of applicable regulatory approvals and other customary closing conditions. The two largest shareholders of MPS, representing approximately 57% of the shares outstanding, have agreed to vote all of their shares in favor of the transaction.