Multi-Color Corporation said it entered into a definitive merger agreement to be acquired by an affiliate of Platinum Equity LLC.
Under the terms of the agreement, which has been unanimously approved by Multi-Color Corporation’s Board of Directors, Multi-Color Corporation shareholders will receive $50 in cash for each share of common stock they own, in a transaction valued at $2.5 billion including the assumption of $1.5 billion of debt.
The cash purchase price represents a premium of approximately 32% over Multi-Color Corporation’s 30-day volume weighted average share price prior to Jan. 22, 2019, the last trading day prior to media speculation regarding a potential transaction involving Multi-Color Corporation.
“This transaction is the culmination of our Board’s review of strategic alternatives to maximize value for our shareholders," said Nigel Vinecombe, executive chairman of Multi-Color Corporation. "As a result of this process, our Board, with the assistance of independent advisors, unanimously determined that this all-cash transaction will deliver immediate, significant and certain value to our shareholders and is in the best interest of our shareholders and our company. We believe this transaction represents a winning proposition for all of our stakeholders, including our employees.”
“We have tremendous respect for Multi-Color Corporation, and believe that its capabilities and established position in the industry, when combined with our portfolio company WS Packaging Group, operational expertise and financial resources, will enable Multi-Color Corporation and WS Packaging Group to strengthen the value proposition for their customers," added Louis Samson, partner, Platinum Equity. "With a shared vision to deliver the highest quality label solutions to the world’s most prominent brands, we are excited at the prospect of leveraging our resources to pursue new avenues for growth.”
The transaction will be financed through a combination of committed equity financing provided by Platinum Capital Partners IV, L.P., as well as debt financing that has been committed to by Bank of America Merrill Lynch, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.
The transaction is expected to be completed by Q3 CY2019 and is subject to Multi-Color Corporation shareholder approval, regulatory clearances and other customary closing conditions.
Upon the completion of the transaction, Multi-Color Corporation will become a privately held company and shares of Multi-Color Corporation common stock will no longer be listed on any public market.
Constantia Flexibles Holding GmbH and affiliates of Diamond Castle Partners, who together currently own 5,889,093 shares of Multi-Color Corporation common stock, representing approximately 28.7%of Multi-Color Corporation’s outstanding shares, have each separately entered into a voting and support agreement to vote its shares in favor of the transaction as provided in each agreement.
The Multi-Color Corporation Board has unanimously recommended that all of Multi-Color Corporation’s shareholders vote to approve and adopt the merger agreement at an upcoming special meeting of Multi-Color Corporation’s shareholders.