A&R Carton Announces Tender Offer for BSC Drukarnia Opakowań

A&R Carton, part of the Swedish group AR Packaging, and Colorpack GmbH, A&R Carton’s recently acquired subsidiary, announced a tender offer to subscribe for the sale of shares in BSC Drukarnia Opakowań.

A&R Carton is offering PLN 40.38 ($10.50) for each share of this Polish manufacturer of carton board and paper packaging. A&R Carton, as part of AR Packaging, intends to increase its stake in BSC Drukarnia Opakowań from 60.82% to 100%.

The price being proposed by A&R Carton in the tender offer is set at PLN 40.38 per share, resulting in a 7% premium over the average trade-weighted price from the last six months preceding the tender offer announcement and is equal to the average trade-weighted price from the last three months.

Over the past several days, AR Packaging, of which A&R Carton is part, completed the acquisition of German firm rlc packaging group, which – through Colorpack GmbH – owns a 36.7% stake in BSC Drukarnia Opakowań.

The Swedish group has also executed agreements to purchase companies holding jointly a 24.13% stake in the Polish company from its managers Janusz Schwark and Arkadiusz Czysz.

AR Packaging therefore currently controls 60.82% of shares in BSC Drukarnia Opakowań.

In such a situation, according to the laws in force, A&R Carton, as a dominant entity of Colorpack, which owns directly 36.7% stake in BSC Drukarnia Opakowań, is required to announce a tender offer for shares in a quantity sufficient for it to reach the 66% threshold in votes at the company’s general meeting. However, A&R Carton decided to announce a tender offer for all of the remaining shares, i.e. 3,842,136 shares, constituting 39.18% of share capital, thus presenting an opportunity for all interested shareholders to sell their shares in the tender offer.

“Over the past year, the share price of BSC Drukarnia Opakowań on the Warsaw Stock Exchange increased by more than 55% and is currently at historic highs. Selling shares in the tender offer can, therefore, be an excellent opportunity for the company’s minority shareholders to take profit from this investment,” said Harald Schulz, CEO of both AR Packaging and A&R Carton.

AR Packaging is not ruling out a mandatory squeeze-out of minority shareholders in the event that it exceeds the 95% threshold in votes at the General Meeting of BSC Drukarnia Opakowań as a result of the tender offer.

Subscriptions to sell shares in the tender offer will be accepted from 12 Feb. 12 to March 12, 2020.