Vestar to Sell Consolidated Container
Atlanta, GA - May 30, 2012 - Consolidated Container Company (CCC), a leading developer and manufacturer of rigid plastic packaging solutions in North America, today announced it will be acquired by affiliates of Bain Capital Partners LLC, a global private investment firm. Terms of the definitive agreement to purchase the privately held business from Vestar Capital Partners and its other investors were not disclosed. The transaction is expected to close during the third quarter of 2012.
Consolidated Container Company specializes in customized mid- and short-run packaging solutions serving a diverse customer base in the dairy, water, beverage, food, household chemical, automotive, and industrial chemical markets. With 59 manufacturing facilities and 2,100 employees, CCC has an integrated, nationwide network of manufacturing and service locations to deliver reliable and cost-effective packaging solutions to meet the needs of a wide range of customers and markets.
"We are very proud of the customer solutions we provide, and of our ability to understand and respond to the needs of customers with innovative solutions and reliable processes," said Jeffrey Greene, Chief Executive Officer of Consolidated Container Company. "With the support and resources of Bain Capital, we are excited to continue to expand our capabilities and customer base through investment in product development, technology, greenfield facilities and acquisitions."
"We are very excited to be partnering with CCC and its management team to support the company in its future growth," said Seth Meisel, a Managing Director at Bain Capital. "We are impressed by the success CCC has demonstrated in offering solutions that deliver a high level of customer satisfaction, its industry-leading design and R&D capabilities, and its well-run manufacturing network."
"Over the past several years, CCC has made significant progress developing clear leadership positions in its core North American markets," said James P. Kelley, a Managing Director, Vestar Capital Partners. "We are grateful for management's commitment and value our partnership with them. Bain Capital's new investment will enable CCC to build on its progress."
Consolidated Container Company was advised by BofA Merrill Lynch and Barclays, and legal advisors were Simpson Thacher & Bartlett LLP.
About Consolidated Container Company
Consolidated Container Company is a leading developer and manufacturer of rigid plastic packaging, serving a diverse customer base in the dairy, water, beverage, food, household chemical, automotive, and industrial chemical markets. CCC designs, produces, and delivers more than four billion bottles annually that touch the lives of millions of people each and every day. CCC owns and operates manufacturing facilities across North America providing standard and custom packaging solutions to our customers through an integrated network of facilities and technology platforms. From its state-of-the art Panella Engineering and Development Center to our team of manufacturing associates, CCC delivers high performance, cost-effective design solutions to meet even the most challenging container applications. For more information on Consolidated Container Company, visit www.cccllc.com.
About Bain Capital Partners
Bain Capital, LLC (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately $60 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 450 companies in a variety of industries around the world. The firm has offices in Boston, Palo Alto, New York, Chicago, London, Munich, Tokyo, Shanghai, Hong Kong and Mumbai.
About Vestar Capital Partners
Vestar is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar's active funds aggregate approximately $8 billion in commitments. The firm targets companies in North America with valuations of $150 million to $1.5 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare, and Financial Services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed 69 investments in companies with a total value of more than $30 billion. For more information, please visit Vestar's website at www.vestarcapital.com.
Contacts:
For Consolidated Container Company
Richard Sehring
(678) 742-4619
[email protected]
For Bain Capital Partners
Stanton Public Relations & Marketing
Alex Stanton
(212) 780-0701
[email protected]
For Vestar Capital Partners
Owen Blicksilver Public Relations
Carol Makovich
(203) 940- 2257
[email protected]
Jennifer Hurson
(845) 507-0571
[email protected]
Vestar to Sell Solo Cup
Combined companies to provide greater value to customers and ensure long-term success in a changing industry
March 21, 2012; Mason, Michigan - Dart Container Corporation, based in Mason, MI, and Solo Cup Company, headquartered in Lake Forest, IL, today announced that they have signed a Definitive Agreement under which Dart Container will acquire Solo in a transaction valued at approximately $1 billion. Both companies are in the consumer and foodservice disposable packaging business. The transaction, which is subject to regulatory approval, is expected to close by the third quarter of this year.
"Our acquisition of Solo will allow us to provide even greater value to our customers in the future," said Dart Container CEO Robert C. Dart. "It will enable customers to purchase a wider range of products, made from a greater variety of materials with varying functional and environmental attributes - all from a single vendor. Both companies have an extensive history in the industry and will bring together valuable experience, traditions and complementary, high-quality products."
"Solo has made great strides over the past several years in improving its operating efficiency, information systems and the caliber of the talent within the organization," said Robert M. Korzenski, CEO, Solo Cup Company. "Dart's leadership team has shown a high level of respect for what Solo has accomplished and I believe we are putting the company in the right hands to succeed and grow going forward."
"Dart Container's acquisition of Solo will accelerate the progress Solo has made to improve its levels of service and customer support," said Dart. "We will use our expertise in running a successful, efficient, reliable and service-oriented company to create an organization that blends the best of both Dart and Solo for the benefit of our customers."
According to Robert Dart, a top priority is bringing together the talents and skills of employees from both organizations to ensure that customers continue to receive exceptionally reliable service.
"These are two companies with strong histories of innovation and quality that have invested in the industry and in their customers," said Robert L. Hulseman, chairman emeritus, Solo Cup Company. "I am very proud of this company's contributions to the foodservice packaging industry and extremely pleased that many of Solo's dedicated employees will have the opportunity to continue making a difference for our customers. This is a positive outcome for everyone involved."
"We at Vestar have had a rewarding and productive partnership with the Hulseman family and Solo Cup's management team during the past eight years," said Kevin Mundt, managing director, Vestar Capital Partners. "Our combined efforts have enabled Solo Cup to become a leader in the foodservice packaging industry and have led to this powerful, strategic transaction with Dart Container, a very positive outcome for Solo, Dart, the Hulseman family, and Vestar."
Regarding the integration process, Robert Dart pointed out that unlike publicly traded companies, where short-term results often are of paramount importance to investors and other stakeholders, privately held Dart Container is able to make decisions and investments that are long term in nature. He said the company has the time, and will take the time, to integrate Solo in a thoughtful, analytical manner to ensure lasting success.
Solo is majority-owned by the family of its founder, Leo J. Hulseman, and is also a portfolio company of Vestar Capital Partners IV, L.P. Dart Container is a privately owned company founded by William A. Dart. The integrated organization will be a private company known as Dart Container Corporation. Dart expects to continue offering products under the Solo brand - including the iconic red Solo cup.
Michigan-based Dart Container Corporation and Illinois-based Solo Cup Company will continue to operate independently until government approval is secured and the transaction closes.
Goldman, Sachs & Co. acted as lead financial advisor to Solo Cup Company on the transaction. Evercore Partners also advised Solo Cup Company on the transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Solo. Ernst & Young Corporate Finance Inc. was lead financial advisor to Dart Container Corporation and Vinson & Elkins LLP served as Dart's legal counsel on the transaction.
About Dart Container Corporation
Dart Container Corporation is family owned and operated, with 7,600 employees and 20 production facilities worldwide. The company manufactures more than 600 products and has facilities throughout the United States and in Canada, Mexico, Argentina, Brazil, Australia and the United Kingdom. It also has UV-curable ink manufacturing, machinery manufacturing and polymer production facilities. Its headquarters are in Mason, Michigan, where the company was founded in 1960. As a privately held company, Dart Container does not release financial or sales data.
About Solo Cup Company
Solo Cup Company is a $1.6 billion company exclusively focused on the manufacture of single-use products used to serve food and beverages for the consumer/retail, foodservice and international markets. Solo has broad product offerings available in paper, plastic, foam, post-consumer recycled content and annually renewable materials, and creates brand name products under the Solo®, Sweetheart®, Creative Carryouts® and Bare® by Solo® names. The company was established in 1936 and has a global presence with facilities in Canada, Europe, Mexico, Panama and the United States.
About Vestar Capital Partners
Vestar is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar's three active funds - Vestar III, Vestar IV and Vestar V - aggregate $7 billion of investments. The firm targets companies in North America with valuations of $150 million to $1.5 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare and Digital Media, and Financial Services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 70 investments in companies with a total value of more than $30 billion. With the successful realization of its Solo Cup investment, Vestar will have returned more than $2 billion to its investors over the past two-and-a-half years while deploying $700 million of investments during the same period. Vestar has offices in New York, Boston and Denver. For more information, please visit Vestar's website at www.vestarcapital.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "will," "believe," "anticipate," "intend," "plan," "estimate," "expect," "predict," "potential," "project," "could," "should," "may," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements in this press release other than statements of historical fact, including statements regarding the expected closing of the acquisition of Solo Cup Company by Dart Container Corporation, and post-acquisition business strategy, operations, prospects, plans and objectives, are forward-looking statements. Such statements reflect current assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside Solo Cup Company's control, which could cause actual results to differ materially from such statements, including the receipt of necessary regulatory approval and fulfillment of other customary conditions required to consummate the acquisition. All forward-looking statements contained in this press release speak only as of the time when made. Except as required by applicable law, Solo Cup Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, changed assumptions or otherwise.
Media Contacts:
Margo Burrage, Dart Container
[email protected]
(517) 244-2778
Carol Makovich, Owen Blicksilver
for Vestar Capital Partners
[email protected]
(203) 622-4781
Angie Gorman, Solo Cup Company
[email protected]
(847) 444-3503
Investor Contact:
Bob Koney, Solo Cup Company
[email protected]
(847) 444-3201
Vestar Portfolio Company CCS Rebranded Tervita
CCS Corporation unites former business units and $5+ billion in revenues into new company
CALGARY, AB (March 14, 2012) - One of North America's leading environmental and energy service companies today became stronger by uniting more than a dozen business units under Tervita Corporation -- a dynamic new brand committed to sustaining the life, health and energy of the planet by supporting responsible resource development.
Tervita has been known for the past 25 years by the brands of our predecessor companies: CCS Corporation, Hazco, Concord, Beck, HMI, Prodrill and seven others. This launch heralds the beginning of a new era under a single brand for the privately-held company with $5+ billion in revenues.
"By joining together our individual expertise, experience, assets and services, we will be uniquely positioned to develop integrated project management solutions and provide our customers easier access to our comprehensive range of services," said John Gibson, Tervita President and Chief Executive Officer.
Collectively, Tervita offers the natural resources and industrial sectors a comprehensive suite of services covering every stage of the production lifecycle, from development to reclamation. Through its fluids services, solids services, production services, energy marketing and reclamation offerings, Tervita helps its clients minimize impacts and maximize returns.
"Our vision is to create a better future by growing our global leadership in environmental and energy solutions," Gibson said. "We're developing new technologies and processes to address today's challenges such as water treatment, tailings management and reclamation.
"And in this tightening labour market we're becoming known as a company with a strong corporate culture. Our 4,200 employees are proud of our work, our values and our sense of purpose. In 2011, we hired more than 2,000 employees and we expect our dynamic growth to continue in 2012."
The idea to transition the company to a single brand surfaced long ago, but was developed and delivered in the last 12 months.
"This is a vision that I've had for years, that we should be one brand and one company with one culture," said David Werklund, Tervita's Chairman and Founder.
"This is a compelling moment for us as a team as we've solidified our purpose, to help customers maximize production and minimize environmental impact. For all of us at Tervita, earth matters."
ABOUT THE BRAND
The brand reflects the company's shared commitment to the Earth's energy and its environment. The name Tervita comes from the Latin words "terra," meaning earth, and "vita," meaning life. The glowing orange circle of the logo symbolizes energy from the Earth's core, while the green circle represents the Earth, our healthy planet.
To view our new corporate images, visit: www.tervita.com/news-and-stories/Pages/media-resources.aspx.
For more information, to book an interview with John Gibson, Tervita's president and CEO, or to speak to another Tervita representative, please contact:
Mandy Dinning
Manager, Public Affairs
[email protected] / 403-831-3542/403-718-1221
Stacie Dley
Communications Advisor
[email protected] / 403-860-2512/ 587-233-3227
ABOUT TERVITA
Tervita is a leading North American environmental and energy services company. Our 4,200 dedicated employees partner with natural resource and industrial companies who share our values, and work with them to create a sustainable future. Safety is our highest priority: it influences our actions, guides our decisions and shapes our culture. We maintain a strategically located network of more than 95 state-of-the-art waste management facilities and a fleet of specialized equipment and assets to help customers address production and operational waste challenges. Our highly effective, convenient and environmentally sound solutions help minimize environmental impact and maximize returns.
A privately-held company, we've been known for the past 25 years by the brands of our founding companies: CCS, Hazco, Beck, Concord and others. By joining together our individual expertise, experience, assets and services, we will be uniquely positioned to develop integrated project management solutions and provide customers easier access to our broad range of comprehensive services.
Vestar Sells Shares of AZ Electronic
LONDON -- March 2, 2012 -- AZ has received notification that The Carlyle Group and Vestar Capital Partners (the original "Major Shareholders") have today each sold their residual shareholding in the Company to institutional investors, through a combined placing of 44,097,548 shares conducted by Deutsche Bank (the "Placing").
The Placing completes the entire sell down by the Major Shareholders of their respective holdings in AZ following the Company's successful IPO in November 2010.
A full notification by the Company, pursuant to the Luxembourg transparency requirements, will be provided upon receipt of full disclosure from each of the Major Shareholders.
For further information, please contact:
AZ
Michael Arnaouti, Company Secretary
+44 (0) 20 8622 3814
FTI Consulting
Edward Bridges / Nick Hasell
+44 (0) 20 7269 7147
About AZ
AZ is a leading global producer and supplier of high quality, high-purity specialty chemical materials, operating in the high growth electronics market. Its materials are used in integrated circuits ("ICs") and devices, flat panel displays ("FPDs"), light-emitting diodes ("LEDs") and photolithographic printing. AZ is a critical partner to the leading global electronic players because our chemical technology allows them to enhance existing processes and enables them to innovate new products. This is critically important in the "digital world" where there is increasing global demand and a drive towards smaller, faster, more powerful and less expensive technology. AZ operates in ten countries, namely China, India, South Korea, Taiwan, Hong Kong, Japan, Singapore, the USA, France and Germany. It also has corporate and administrative offices in Luxembourg, the UK and Hong Kong, and employs over 1,000 people globally.
This information is provided by RNS, the company news service from the London Stock Exchange.
Vestar Sells Shares of Duff and Phelps
NEW YORK--February 28, 2012 -- (BUSINESS WIRE) --Duff & Phelps Corporation (NYSE: DUF), a leading independent financial advisory and investment banking firm, today announced the pricing of a public offering of 4,500,000 shares of its Class A common stock at a price of $13.75 per share. Duff & Phelps is offering 3,201,922 shares in the offering and Shinsei Bank, Limited is offering an additional 1,298,078 shares as a selling stockholder. The Company and the selling stockholder have granted the underwriter a 30-day option to purchase up to an additional 675,000 shares. Goldman, Sachs & Co. is acting as the sole underwriter for the offering.
Duff & Phelps intends to use the net proceeds it receives from the offering to redeem 3,201,922 units in Duff & Phelps Acquisitions, LLC held by some of its existing unit holders, including approximately one third of the units owned by each of Vestar Capital Partners and its affiliates and Lovell Minnick Partners LLC and its affiliates and units owned by certain of the Company's executive officers. In addition, Duff & Phelps intends to use cash from its balance sheet and borrowings under its revolving credit facility to redeem an additional 700,000 units held by such unitholders.
The offering is being made pursuant to a shelf registration statement filed with the Securities and Exchange Commission, which became effective on October 26, 2009. Copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, email: [email protected], or by visiting EDGAR on the Securities and Exchange Commission Web site at www.sec.gov.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, which have or will be filed with the Securities and Exchange Commission.
About Duff & Phelps
As a leading global financial advisory and investment banking firm, Duff & Phelps balances analytical skills, deep market insight and independence to help clients make sound decisions. The firm provides expertise in the areas of valuation, transactions, financial restructuring, alternative assets, disputes and taxation, with more than 1,000 employees serving clients from offices in North America, Europe and Asia. Investment banking services in the United States are provided by Duff & Phelps Securities, LLC; Pagemill Partners; and GCP Securities, LLC. Member FINRA/SIPC. M&A advisory services in the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd. Duff & Phelps Securities Ltd. is authorized and regulated by the Financial Services Authority. Investment banking services in France are provided by Duff & Phelps SAS. For more information, visit www.duffandphelps.com. (NYSE: DUF)
Contacts
Duff & Phelps
Investor and Media Relations
Marty Dauer, 212-871-7700
[email protected]
Vestar Announces Sale of MediMedia Animal Health
LOS ANGELES & CARLSTADT, NJ, July 11, 2011 (BUSINESS WIRE) - VCA Antech, Inc. (NASDAQ Global Select Market: WOOF), a leading animal healthcare company in the United States, and MediMedia USA, Inc., a leading innovative specialty healthcare communications, publishing and medical education company, today announced the signing of a definitive agreement for VCA Antech to acquire MediMedia Animal Health, LLC from MediMedia for $146 million in cash. Vetstreet, located in Yardley, Pennsylvania, is the nation's largest provider of online communications, professional education and marketing solutions to the veterinary community and is a subsidiary of MediMedia, a portfolio company of Vestar Capital Partners V, L.P. and certain of its affiliates.
The acquisition is conditioned on the expiration or earlier termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended and other customary conditions. Closing is expected between August 2011 and early September 2011.
Bob Antin, Chairman and CEO of VCA Antech, Inc., stated, "We are excited about combining Vetstreet with our existing businesses. We believe that this combination will provide both companies with outstanding growth opportunities. Vetstreet has a history of strong year over year revenue growth including growth of approximately 72% from 2009 to 2010 as well as an estimated growth rate in excess of 50% from 2010 to 2011. Vetstreet's innovative approach to providing valuable services to both veterinarians and pet owners, combined with our considerable presence in both the animal hospital and diagnostic laboratory businesses, will expand the breadth of our product offerings to the veterinary community.
"The long-term synergies provided by combining Vetstreet with our existing businesses are extremely meaningful to each of our three business segments. Vetstreet's online communication tools will help increase client visits to the over 16,000 Antech clients, as well as our own animal hospitals, and strengthen the bond between the pet owner and her veterinarian. Vetstreet's educational services round out the offering to assure that Vetstreet will be the focal point between the pet owner and his or her veterinarian."
Vetstreet currently offers a highly differentiated suite of products and services to the veterinary community, including:
- VetInsite Analytics provides data and reports to pharmaceutical and nutritional companies that allow them to track market share at both the local and national level. In addition, Vetstreet executes direct marketing programs in conjunction with the veterinarian to grow product sales and increase traffic to the animal hospital.
- Vetstreet will soon launch a veterinarian-supported consumer portal, vetstreet.com, providing education, referral and e-commerce support for the pet owner. Vetstreet's consumer strategy is grounded in promoting the relationship between the pet owner and their veterinarian through direct links to subscribing veterinary practices, including online communication vehicles that serve to strengthen the connection between clients and veterinary hospitals.
- Vetstreet Pro, a bundle of communications services for the veterinarian, promotes the connectivity and bond between the practice and the pet owner. Over 4,500 practices located in the US and Canada, with over 20 million active clients, currently use Vetstreet Pro, including practice websites, personalized and secured pet owner portals, automated reminder cards, automated ID cards and practice analytics to increase client visits and drive compliance and persistency in a medically appropriate way.
- For over 30 years, Vetlearn and its predecessors have been the leader in providing world-class continuing education to animal health professionals throughout the industry with leading publications such as Compendium, Veterinary Technician and the recently re-launched professional education portal Vetlearn.com. Over 50,000 veterinary professionals have taken part in Vetlearn's continuing education programs.
Mr. Antin continued, "Vetstreet's annual revenues are expected to grow to $55 to $65 million in 2012. The impact on earnings per share is expected to be slightly dilutive (approximately $0.02 to $0.03 per fully diluted share) in the current year and accretive thereafter. I have known and worked with the Vetstreet management team for over 10 years and am excited that the entire team, led by Derrick Kraemer, President, and Jeff Gaidos, Executive Vice President, is expected to continue with Vetstreet following the closing."
Derrick Kraemer, president of Vetstreet, stated, "For years, veterinary professionals and pet owners have valued VCA Antech's dedicated leadership in helping pets reach their full potential through quality practice health care and world-class diagnostic services. Vetstreet is excited to join VCA Antech and to continue to serve the veterinary community with our leading turnkey client communication platform (Vetstreet®) and our industry leading continuing educational portal (Vetlearn.comTM)."
Norm Alpert, Chairman of the MediMedia Management Committee and Managing Director and Co-Founder of Vestar Capital Partners, stated, "We are extremely pleased with this transaction. Vetstreet's president, Derrick Kraemer, and the rest of the Vetstreet team have done a fantastic job growing their business into the industry leader in veterinary practice communication, education and marketing tools, and this transaction with VCA is a validation of this success."
Piper Jaffray & Co. served as the exclusive financial advisor to Vetstreet.
About VCA
VCA Antech, Inc. owns, operates and manages the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and supplies diagnostic imaging equipment to the veterinary industry.
About MediaMedia
MediMedia is an integrated content and marketing services provider focused on the healthcare and pharmaceutical industries. The Company operates in two principal divisions: Patient Education and Pharmaceutical Marketing. The Patient Education Group provides comprehensive health management programs and services and patient education content to key healthcare stakeholders, including employers, hospitals, health plans, physicians, patients and pharmaceutical companies. The Pharmaceutical Marketing Group provides a variety of marketing solutions for pharmaceutical companies designed to target physicians and patients. The Company is headquartered in Carlstadt, New Jersey.
About Vestar Capital Partners
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer, diversified industries, healthcare, media/communication, and financial services. Vestar has been particularly active since 2006 with investments in the healthcare information services segment including its investment in MediMedia. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Munich, and Paris. For more information, please visit Vestar's website at http://www.vestarcapital.com/
Media Contacts:
For VCA Antech, Inc.:
Tomas Fuller, Chief Financial Officer
(310) 571-6505
For MediMedia and Vestar Capital Partners:
Carol Makovich
Owen Blicksilver Public Relations
(203) 622-4781
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the statements as to the expected growth, innovation and other benefits of the combination of the two companies, expected impact of the merger on net income and earnings per diluted share for each of 2011 and 2012, the anticipated timeframe for the closing, and whether the satisfaction of the closing conditions will be met and the merger consummated. Actual results may vary substantially as a result of a variety of factors. Among the important factors that could cause actual results to differ are: the ability of the companies to satisfy the conditions to the closing of the merger; the ability of the Company to obtain the consent of its lenders; the ability of the companies to consummate the merger; a material adverse change in the financial condition or operations of either company; the ability to successfully integrate the two companies and achieve expected operating synergies following the merger; the rate of the Company's laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and the ability of the Company to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of the Company's recent acquisitions and its ability to effectively manage its growth and achieve operating synergies; a continued decline in demand for some of the Company's products and services; any disruption in the Company's information technology systems or transportation networks; the effects of competition; any impairment in the carrying value of the Company's goodwill; changes in prevailing interest rates; the Company's ability to service its debt; and general economic conditions. These and other risk factors are discussed in the Company's periodic reports filed with the Securities and Exchange Commission, including the Company's Report on Form 10-K for the year ended December 31, 2010, and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements.
Vestar Acquires Triton Container
NEW YORK -- Vestar Capital Partners and Warburg Pincus, two leading global private equity firms, announced today that they have reached an agreement to acquire joint control of Triton Container International Limited from Pritzker Family business interests. Triton's current management team will continue to lead the business and will hold significant equity in the Company. Pritzker Family business interests will also retain an equity stake in Triton. Terms of the transaction were not disclosed.
Since its founding in 1980, Triton has grown to become the world's largest owner-lessor of marine intermodal cargo containers. Triton operates in 42 countries, on six continents, through 17 subsidiary offices, with agents and a network of more than 200 independent depots worldwide.
Ed Schneider, Triton's Co-Founder and Chairman, said, "Since founding Triton in partnership with Pritzker Family business interests in 1980, with the help of Tom Pritzker, we have built the largest global fleet of owned containers available for lease by cultivating strong relationships with the world's leading shipping companies. Tom's vision and guidance over the past 30 years have been invaluable to our success. We are now extremely pleased to partner with Warburg Pincus and Vestar Capital Partners, and we look forward to Triton's continued success under our collective ownership. Our industry experience and our financial strength position us well to continue to provide valuable service and container capacity to our customers."
Simon Vernon, Triton's President and CEO, said, "We are excited by the opportunity to move forward alongside Warburg Pincus and Vestar Capital Partners, and to enhance the level of service, responsiveness and flexibility that we deliver to our customers."
"We are delighted to have the opportunity to partner with Triton's outstanding management team," said David Coulter, Managing Director and Co-Head of the Financial Services Group at Warburg Pincus. "Over the past 30 years, Ed Schneider and his team have built a premiere global franchise in the sector with a record of strong financial performance and a reputation for reliably supplying and servicing their customer base worldwide."
"Triton has grown to become one of the leading franchises in the container leasing industry," said Sander M. Levy, Managing Director and head of Vestar Capital Partners' Financial Services Group. "In keeping with our philosophy of backing superior management, we are thrilled to be in partnership with Ed Schneider, Simon Vernon, Steve Wight, Edward Thomas and the entire Triton team as the Company enters its next phase of significant growth. With operations across the globe and longstanding relationships with the world's leading shipping lines and financial institutions, Triton is well positioned to participate in the attractive secular trends in global trade."
Wells Fargo Securities, Nomura and SunTrust Robinson Humphrey acted as the private equity firms' financial advisors. Cleary Gottlieb Steen & Hamilton LLP advised the private equity firms on legal matters in connection with the transaction. Kirkland & Ellis LLP advised Vestar Capital Partners on certain legal matters related to the transaction.
Bank of America Merrill Lynch acted as financial advisor to the Company. Latham & Watkins LLP advised the Company and the selling stockholders on legal matters in connection with the transaction.
About Triton Container International Limited
Triton Container International Limited is the world's largest owner-lessor of marine intermodal cargo containers. The Company was founded in 1980 and is based in Hamilton, Bermuda with subsidiary offices in Hong Kong, Singapore, Tokyo, Shanghai, Sydney, Cape Town, Genoa, Hamburg, London, Paris, Rotterdam, Miami, Atlanta, Seattle, Woodbridge, New Jersey, Rio de Janeiro, and San Francisco.
About Vestar Capital Partners
Vestar Capital Partners is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Munich and Paris.
About Warburg Pincus
Warburg Pincus is a leading global private equity firm. The firm has more than $30 billion in assets under management. Its active portfolio of more than 110 companies is highly diversified by stage, sector and geography. Founded in 1966, Warburg Pincus has raised 13 private equity funds that have invested more than $35 billion in equity in over 600 companies in more than 30 countries. Current and past financial sector investments include, Arch Capital Group, Aeolus Re, DIME Bancorp, HDFC, Kotak Mahindra, Mellon Bank, National Penn Bancshares, Primerica, Renaissance Re, Sterling Financial, and Webster Financial. The firm has offices in New York, Beijing, Frankfurt, Hong Kong, London, Mumbai, San Francisco, Sao Paulo, and Shanghai.
Vestar to Acquire Del Monte Foods
SAN FRANCISCO, Nov 25, 2010 (BUSINESS WIRE)
Del Monte Foods Company (NYSE: DLM) and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), Vestar Capital Partners ("Vestar") and Centerview Partners ("Centerview") - collectively the "Sponsors"- today announced that they have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash.
The transaction, which was unanimously approved by Del Monte's board of directors, is valued at approximately $5.3 billion, including the assumption of approximately $1.3 billion in net debt. This price represents a premium of approximately 40 percent over Del Monte's average closing share price during the past three months prior to November 18, 2010, when market rumors of a transaction began, and is also higher than any price the Company's stock has ever achieved.
"This transaction delivers substantial shareholder value and is a clear endorsement of Del Monte's strategic success and effective execution. The hard work and dedication of our talented team has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues," said Richard G. Wolford, Chairman and CEO of Del Monte Foods. "This transaction will enable our Company to continue to successfully grow, building on the foundation our team has put into place. We are excited about the ability to deliver substantial returns to our shareholders, as well as great prospects for Del Monte employees, customers and consumers."
Simon Brown, Member of KKR and head of the firm's North American Consumer practice, stated, "Del Monte has a first-rate brand portfolio and excellent reputation for providing high quality and nutritious products to families and their pets. We look forward to working with the Company's talented employees and investing in the business as we continue to execute upon Del Monte's proven strategy for growth. Del Monte is a great company, with an excellent strategy, a talented team and a strong future."
Brian Ratzan, Managing Director and head of Vestar's Consumer group said, "Del Monte Foods is a terrific company with iconic consumer and pet brands. Storied consumer franchises like Del Monte's - with great brands in growing categories - will continue to thrive through investments in innovation and marketing. Vestar looks forward to working with the Del Monte team and our strategic partners to achieve the Company's next phase of growth."
"Over the last decade, Rick and the entire Del Monte team have built a unique platform based on powerful brands," said Jim Kilts, Centerview's co-founder and former CEO of Kraft, Nabisco and Gillette. "We are truly excited to partner with Del Monte as the Company continues to build on its rich heritage of delivering high quality products to consumers at attractive prices."
Del Monte plans to maintain a corporate presence in both the San Francisco Bay Area and Pittsburgh, with its corporate headquarters continuing to be located in San Francisco.
Barclays Capital Inc. served as financial advisor to Del Monte Foods and provided a fairness opinion in connection with the transaction. Perella Weinberg Partners LP also provided a fairness opinion in connection with the transaction. Gibson Dunn & Crutcher LLP served as legal advisor to the Company in connection with this transaction.
Centerview Partners acted as lead financial advisor to the Sponsors in this transaction. Bank of America Merrill Lynch, J.P. Morgan Securities and Morgan Stanley also advised on this transaction. The Sponsors' lead legal advisor was Simpson Thacher & Bartlett LLP.
The Sponsors have secured committed debt financing from Bank of America Merrill Lynch, Barclays Capital Inc., JPMorgan Chase, Morgan Stanley and KKR Capital Markets LLC. The agreement permits Del Monte to solicit alternative proposals from third parties through January 8, 2011. The Del Monte Foods board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There can be no assurance this process will result in a higher offer. If there is not a superior offer, the transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. Del Monte does not intend to disclose developments with respect to the solicitation process unless and until the Board has made a decision.
Del Monte also announced today that it will no longer host a conference call/webcast to discuss its fiscal 2011 second quarter results on Thursday, December 2, 2010.
##About Del Monte Foods
Del Monte Foods is one of the country's largest and most well-known producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market, generating approximately $3.7 billion in net sales in fiscal 2010. With a powerful portfolio of brands, Del Monte products are found in eight out of ten U.S. households. Pet food and pet snacks brands include Meow Mix(R), Kibbles 'n Bits(R), Milk-Bone(R), 9Lives(R),Pup-Peroni(R), Gravy Train(R), Nature's Recipe(R), Canine Carry-Outs (R) and other brand names. Food product brands include Del Monte(R), Contadina(R), S&W(R), College Inn(R)and other brand names. The Company also produces and distributes private label pet products and food products. For more information on Del Monte Foods Company (NYSE: DLM) visit the Company's website at www.delmonte.com.
Del Monte. Nourishing Families. Enriching Lives. Every Day.TM
##About KKR
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global alternative asset manager with $55.5 billion in assets under management as of September 30, 2010. With over 650 people and 14 offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR invests in high-quality franchises across multiple industries, including current and previous consumer and retail investments such as Sealy, Dollar General, Pets at Home, Oriental Brewery, WILD, Duracell, Gillette, RJR Nabisco and Safeway. KKR is publicly traded on the New York Stock Exchange (NYSE: KKR). For additional information, please visit KKR's website at www.kkr.com.
##About Vestar Capital Partners
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer, diversified industries, healthcare, media/communication, and financial services. Current and previous Vestar investments in consumer products companies include Birds Eye Foods, Sun Products Corporation, Michael Foods, Remington Products and Celestial Seasonings. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris. For more information, please visit Vestar's website at www.vestarcapital.com
##About Centerview Partners
Centerview Partners operates a private equity business and an investment banking advisory practice. Centerview's private equity business is based in Rye, New York and is focused exclusively on making investments in US middle- and upper-middle market consumer businesses. With approximately $500 million in committed capital, the firm seeks to leverage its operational expertise and deep consumer industry relationships in partnership with existing owners and management to achieve strategic and operational excellence. More information about the firm is available at www.centerviewpartners.com.
##Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time Del Monte Foods Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should, "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the timing of the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the acquisition may not be satisfied or waived, including that a governmental entity may prohibit or refuse to grant approval for the consummation of the acquisition; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.
Additional Information and Where to Find It
In connection with the proposed merger, Del Monte Foods Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY'S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company's stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. The Company's stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company's website, www.delmonte.com.
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company's stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
SOURCE: Del Monte Foods Company
Media:
Sard Verbinnen
Cassandra Bujarski/Robin Weinberg
212-687-8080
For KKR
Peter McKillop/Kristi Huller
202-841-6693/917-940-1233
[email protected]
For Vestar
Owen Blicksilver Public Relations
Carol Makovich
203-622-4781
[email protected]
Kristin Celauro
732-291-5456
[email protected]
For Centerview
Brunswick Group
Steve Lipin/April Kabahar-Emspak
212-333-3810
Analyst/Investors:
Del Monte Foods
Jennifer Garrison/Christina Um, 415-247-3382
[email protected]
Neil Harrison Joins Vestar as Senior Advisor
NEW YORK, NEW YORK - August 17, 2010 - Vestar Capital Partners, a leading U.S. and European private equity firm, announced today that it had appointed Neil Harrison as a Senior Advisor to the firm. Mr. Harrison was formerly the Chairman and CEO of Birds Eye Foods, where he was instrumental in transforming the company from a commodity vegetable producer to a leader in branded foods and meals. In December 2009, Vestar closed the sale of its Birds Eye Foods portfolio company for $1.3 billion to Pinnacle Foods.
Mr. Harrison brings to Vestar nearly 35 years of domestic and international food industry marketing, sales and finance experience. During his tenure at Birds Eye, Mr. Harrison led investments in marketing and new product development, which contributed to double-digit annual revenue and EBITDA growth. His career spans increasingly senior positions with Unilever, General Foods, PepsiCo, and Heinz. During his seven-year tenure at Heinz, Mr. Harrison developed the company's U.S. frozen food business into a $1.5 billion growth engine, which consistently delivered superior sales and profit performance. Mr. Harrison currently serves as a director of the Solo Cup Company. Mr. Harrison holds a B.A. with honors in Economics from the University of Reading and an M.B.A. from the Harvard Graduate School of Business.
Mr. Harrison will work closely with Brian K. Ratzan, Managing Director and head of Vestar's Consumer Sector group, and Kevin Mundt, Managing Director and President of Vestar Resources. "We are excited to welcome Neil to the Vestar Capital Partners team," said Dan O'Connell, founder and Chief Executive Officer of Vestar. "Neil's operating expertise in business transformation through marketing leadership and product innovation will be a tremendous asset to the firm, and his extensive experience in the consumer sector will add a great deal of value to Vestar."
"At this stage in my career, I want to explore opportunities to identify and advise on investments in the consumer sector, which I believe holds the potential for substantial value creation," Mr. Harrison said. "As I share Vestar's disciplined investment philosophy and genuine sense of partnership, I am delighted to work with its team again."
About Vestar Capital Partners
Vestar Capital Partners is a leading global private equity firm with more than 22 years of experience investing in middle-market companies with $7 billion in assets currently under management. From its headquarters in New York, and through its five offices in the U.S. and Europe, Vestar employs its value-oriented investment approach across a variety of industries in companies ranging in total enterprise value from $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/ communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since 1988, Vestar has completed 66 investments in companies with total enterprise value of over $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich and Paris. For more information, please visit www.vestarcapital.com.
CONTACT:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
Joanne Lessner
(212) 222-7436
Vestar to Sell Joerns Healthcare
New York, NY - August 9, 2010 - Vestar Capital Partners ("Vestar"), a leading global private equity firm, announced today that it has signed a definitive agreement and concurrently closed the sale of Joerns Healthcare ("Joerns") to Joerns management and Quad-C Management, Inc., a Charlottesville, VA-based private equity firm. In addition to Vestar, the other selling shareholders include Park Avenue Equity Partners. Joerns management will retain a significant equity stake in the business going forward. Terms of the transaction were not disclosed.
James L. Elrod, Jr., Co-Head of Vestar's Healthcare Group, said, "We are very pleased with the successful sale of Joerns to Quad-C, where we believe the company will continue its trajectory of growth and success. Joerns has been an excellent investment for Vestar since its 2006 spinoff from Sunrise Medical. We have worked with management to optimize the company's operations, complete strategic tuck-in acquisitions and diversify the company's service offerings to span the growing needs in the long-term care market. Working with the Joerns team has been a rewarding experience and we wish them much continued success."
Joerns Healthcare was originally part of Sunrise Medical, Inc., a company acquired through funding from Vestar IV in 2000 and spun out of Sunrise Medical in 2006 as an independent company. Under Vestar's ownership and the leadership of the management team, Joerns has successfully grown its national service operations platform and improved operational efficiencies and margins, reducing leverage substantially and creating significant shareholder value. In addition to Joerns, Vestar has spun out two other companies from Sunrise Medical: DynaVox and DeVilbiss Healthcare, creating four independent companies from its initial investment.
Joerns was advised by Piper Jaffray and received legal counsel from Simpson Thacher & Bartlett LLP.
Today's announcement is the latest of four successful realizations for Vestar in the last seven months. In December 2009, Vestar closed the sale of its Birds Eye Foods portfolio company for $1.3 billion to Pinnacle Foods; Symetra Financial was the first IPO of 2010, a $365 million offering which priced within its range and was upsized due to demand; and DynaVox went public in April 2010 in a $141 million offering.
About Vestar Capital Partners
Vestar Capital Partners is a leading global private equity firm with over 22 years of experience investing in middle-market companies with $7 billion in assets currently under management. From its headquarters in New York, and through its five offices in the U.S. and Europe, Vestar employs its value-oriented investment approach across a variety of industries in companies ranging in total enterprise value from $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since 1988, Vestar has completed 66 investments in companies with total enterprise value of over $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich and Paris. For more information, please visit www.vestarcapital.com.
CONTACT:
For Vestar:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
[email protected]
Kristin Celauro
(732) 291-5456
[email protected]