Ball Reaches Agreement with Ardagh for the Sale and Purchase of Divestment Assets

Ball Corporation announced it and Rexam PLC have entered into an agreement with Ardagh Group to sell select metal beverage can assets, support locations and functions in Europe, Brazil and the US for approximately $3.42 billion (subject to customary adjustments) in order to satisfy certain regulatory requirements in connection with its proposed acquisition of Rexam.
 
Completion of the sale of the Divestment Business is subject to a number of conditions, including receipt of certain regulatory approvals and completion of Ball’s acquisition of Rexam (which requires approval of the requisite majorities of Rexam Ordinary Shareholders at the Court Meeting and General Meeting). The sale of certain European assets within the Divestment Business is subject to completion of mandatory employee consultation processes.
 
Pursuant to the Equity and Asset Purchase Agreement, Ball will sell seven Rexam metal beverage can manufacturing plants and one Rexam end plant in the US; eight Ball beverage can manufacturing plants, two Ball end plants and two Rexam beverage can manufacturing plants in Europe; two Ball beverage can manufacturing plants in Brazil; and certain innovation and support functions in Bonn, Germany, Chester, UK, Zurich, Switzerland, Sao Paulo, Brazil, and Chicago and Elk Grove, IL, in the US. Such divested assets had 2015 revenues of approximately $3 billion and EBITDA of approximately $375 million.
 
Subject to final global regulatory approvals and approval of the requisite majorities of Rexam Ordinary Shareholders at the Court Meeting and General Meeting, Ball expects to close on its proposed offer for Rexam by the end of June 2016.
 
Assuming a successful completion of Ball’s proposed offer for Rexam, the combined Ball global metal beverage business will operate 75 metal beverage manufacturing facilities and joint ventures, as well as various support locations, in the following global regions:
 
• North and Central America – A total of 26 metal beverage manufacturing facilities, consisting of Ball’s 16 metal beverage manufacturing plants located in the U.S., Canada and Mexico; Rexam’s remaining six beverage can manufacturing plants and one end plant in the U.S. and Mexico; one Ball joint venture in North America and two Rexam joint ventures in Central America; North and Central America regional office and innovation center operating from Ball’s existing Westminster, CO locations.
• Europe and Russia – A total of 21 metal beverage manufacturing facilities, including Ball’s metal beverage can manufacturing plants in Bierne, France, and Belgrade, Serbia, and end manufacturing plant in Lublin, Poland; Rexam’s remaining 12 beverage can manufacturing plants, one can and end plant, and two end plants in Europe; two Rexam can plants and one can and end plant in Russia; European regional office operating from Rexam’s existing Luton location and Rexam’s existing Tongwell engineering center, both in the United Kingdom.
• South America: A total of 14 metal beverage manufacturing facilities, including Ball’s metal beverage can and end manufacturing plant in Três Rios and end plant in Simões Filho, Brazil; Rexam’s 12 existing beverage manufacturing plants in Brazil, Argentina and Chile; South American regional office located in Rexam’s existing Rio de Janeiro, Brazil, office.
• Asia, Middle East and Africa (AMEA): A total of 14 metal beverage manufacturing facilities, including Ball’s four beverage can manufacturing plants in China and one in Myanmar; three Rexam beverage can manufacturing plants in India, Egypt and Turkey; two Ball joint ventures in Thailand and Vietnam, as well as Rexam’s four joint venture facilities in Saudi Arabia and South Korea; regional offices operating from Ball’s Hong Kong location and Rexam’s existing Dubai location.
 
Assuming a successful completion of the transaction, Ball will remain a New York Stock Exchange listed company domiciled in the U.S. with global headquarters in Broomfield, CO.