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Jarden Corporation ("Jarden" or the
"Company")
, a leading global consumer products company,
announced today that it has entered into a definitive purchase agreement to
acquire Waddington Group, Inc. ("Waddington"), a leading manufacturer and
marketer of premium disposable tableware for commercial, foodservice and
retail markets, from an investment fund managed by Olympus Partners, a
private equity firm, and other stockholders for approximately $1.35 billion,
subject to working capital and other adjustments.
The transaction provides a meaningful addition to Jarden's portfolio while
creating opportunities in cross-selling, broadening the distribution
platform particularly in the B2B category, and deepening Jarden's talent
bench. Waddington, which is expected to contribute approximately $800
million to 2016 revenues, will be reported as part of Jarden's Branded
Consumables segment. The transaction is expected to be funded through a
combination of cash on hand, common equity and a mix of bank debt and bonds.
The Waddington Group has many of the same attractive business
characteristics as Jarden, including leading market positions in its core
categories, products that generate recurring revenue and an experienced
management team. Waddington has delivered consistent organic growth that is
in line with Jarden's overall top-line organic growth profile of 3%-5%, as
well as strong operating margins and solid cash flow. Its defensible moats
around the business have enabled Waddington to demonstrate a proven
resilience through economic cycles.
The transaction is aligned with Jarden's disciplined acquisition criteria
and it will enhance the Company's cash flow profile. It is anticipated that
there will be meaningful revenue synergies that should start in 2016 and
grow over time. The transaction is expected to be immediately accretive to
Jarden's adjusted earnings per share in a small way in 2015 and by
approximately 5% in 2016.
Martin E. Franklin, Jarden's Founder and Executive Chairman, commented, "We
are delighted to announce this acquisition, which is consistent with our
fourteen-year track record of success in acquiring businesses with
category-leading positions in niche markets. As a fast-growing, well-managed
business, Waddington offers a solid platform for us to leverage our proven,
time-tested approach to driving organic growth and creating additional value
through continued investments in product development and innovation.
Waddington's entrepreneurial growth culture is a strong cultural fit with
Jarden, while offering a compelling financial and strategic value
proposition."
James E. Lillie, Jarden's Chief Executive Officer, added, "This acquisition
should immediately enhance our financial performance and create exciting new
revenue drivers. Our complementary businesses--further enhanced by our
combined deep bench of management talent--lay the foundation for new
cross-selling opportunities, cross-brand collaboration, and cross-business
support. These initiatives should accelerate revenue growth across our
global platform and help drive long-term shareholder value. Jarden's global
presence, capabilities and scale will help Waddington's expansion into new
markets and geographies to further drive top-line growth and profitability.
At the same time, Waddington should enhance and accelerate Jarden's growth
in the B2B market. Potential future cost and distribution synergies will
help support investments and drive bottom-line improvements across the
Jarden platform."
Mike Evans, Waddington Group's President and Chief Executive Officer, added,
"This is a significant milestone for Waddington. Jarden is well known as a
stable, long-term owner of businesses, and this will provide us with a
strong platform upon which to continue to expand. This acquisition provides
us with the resources and scale necessary to further strengthen our existing
product innovation and distribution capabilities to drive top- and
bottom-line growth. I am confident that Waddington's employees share in my
excitement as we look forward to becoming part of the Jarden family."
The transaction, which is expected to close in the third quarter of 2015, is
subject to customary closing conditions and regulatory approvals.
Conference Call Information
Jarden will be hosting a conference call at 8:15 a.m. Eastern Time on July
13, 2015 to discuss the transaction. The listen-only mode of the call can be
accessed by dialing 1-877-407-3982 (or 1-201-493-6780 for international
callers) and entering the following pass code: 13614064. The call will also
be webcast simultaneously through the Company's website, www.jarden.com, and
will be archived approximately one hour after completion of the call.
Additionally, a telephonic re-play of the call will be available at 11:15
a.m. Eastern Time on July 13, 2015 until 11:59 p.m. Eastern Time on July 20,
2015 and can be accessed by dialing 1-877-870-5176.
A slide presentation will be available at www.jarden.com.
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