Acquisition(s)
Mondi Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/013038/06)
JSE share code: MND ISIN: ZAE000097051
Mondi plc
(Incorporated in England and Wales)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
Mondi to acquire majority stake in Tire Kutsan and 100% of Unterland Flexible
Packaging
As part of the dual listed company structure, Mondi plc and Mondi Limited
notify both the London Stock Exchange and the JSE Limited of matters required
to be disclosed under the Disclosure and Listing Rules of the United Kingdom
Listing Authority and/or the JSE listing requirements.
Overview
Mondi Group ("Mondi") is pleased to announce two acquisitions within its Mondi
Packaging business unit.
Mondi has entered into agreements to acquire a majority interest in Tire
Kutsan, a Turkish corrugated packaging and containerboard business, and 100% of
Unterland Flexible Packaging, a consumer flexibles business based in Austria.
Commenting on the acquisitions, David Hathorn, CEO of Mondi, said:
"Tire Kutsan and Unterland are exciting additions to the Mondi Group, further
strengthening our packaging business in two of its three key segments -
corrugated and flexible packaging."
Completion of the transactions is subject to conditions, including the
obtaining of regulatory approvals, and is expected to take place before the end
of the third quarter of 2007.
Tire Kutsan
Mondi has entered into an agreement with Yildiz Holding A.Åž. Strategic
Investment Fund, Birlik Pazarlama Sanayi ve Ticarat A.Åž, Vural Bulut, Murat
Ülker, Orhan Özokur, Ahsen Özokur, Ali Ülker, Istanbul Gida A.Ş., Selim Başaran
and Cahit BaÅŸaran (together "the Sellers") to acquire 2,117,915,691 shares in
Tire Kutsan Oluklu Mukavva Kutu ve KaÄŸit Sanayi A.Åž ("Tire Kutsan")
corresponding to a 53.56% interest in the company ("the Transaction").
The shares will be acquired for US$ 0.05007 per share with nominal value of
TRY0.01 (US$ 5.007 per 100 shares with nominal value of TRY 1.00) in cash
representing a total consideration for the Sellers of US$106.04 million. This
values the entire issued share capital of Tire Kutsan at US$198 million
(representing a cash and debt free enterprise value of around €190 million
based on the net debt as of March 31, 2007).
Mondi has also agreed to acquire a further 388,733,261 shares in Tire Kutsan,
representing a further 9.83% interest, from Ãœlker Gida Sanayi ve Ticarat A.Åž,
within one month of the third anniversary of completion of the Transaction.
Upon completion of Mondi's initial 53.56% purchase and in compliance with
Turkish legal requirements, Mondi will apply to the Capital Markets Board in
Turkey to make a mandatory tender offer for the remaining shares in Tire Kutsan
on the Istanbul Stock Exchange.
Tire Kutsan gives Mondi an excellent platform for further growth in the region,
providing access to a:
* leading position in the Turkish corrugated packaging market - which is
forecast to have strong growth;
* well-invested asset base; and
* strong and experienced management team.
Tire Kutsan will benefit from the continued involvement of the Ãœlker Group,
which, as a leading player in a number of market sectors, brings a wealth of
experience of operating in Turkey. As well as retaining an equity interest in
Tire Kutsan for a three year period, a business cooperation agreement will be
entered into between Mondi Packaging and the Ãœlker Group and the Ãœlker Group
will nominate two members of Tire Kutsan's Board of Directors. The existing
senior management team, headed by the CEO, Mr. Tamer Karamollaoglu, will remain
in place.
Unterland Flexible Packaging
Mondi has entered into an agreement to acquire 100% of Unterland Flexible
Packaging AG ("Unterland") from its current owners, who are CMP, a German
financial investor, and members of the Unterland management team. The purchase
price reflects a cash and debt free enterprise value of €74 million.
Unterland is a consumer flexibles packaging business, based in Austria,
manufacturing polyethylene ("PE") and polypropylene ("CPP") films for use in
packaging.
Mondi's existing flexible packaging business is focused on release liner,
extrusion coating and high quality film and consumer bags. The acquisition of
Unterland will add further high-quality film-making expertise and create
significant purchasing synergies with Mondi's extrusion coating business.