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SKG to acquire Reparenco for approximately €460 million

​24 May 2018


675,000 tonne paper mill in Netherlands strengthens SKG’s integrated business

Accelerates SKG’s strategic objectives under its Medium Term Plan

Smurfit Kappa Group plc (“SKG” or the “Group”), one of the world's largest integrated manufacturers of paper-based packaging products with operations in Europe and the Americas, is pleased to announce that it has agreed to acquire Reparenco, a privately owned paper and recycling business in the Netherlands, for a cash consideration of approximately €460 million (the ‘Transaction’) following a competitive process. 

Reparenco operates a two machine paper mill in the Netherlands with a capacity of 675,000 tonnes together with a 750,000 tonne recovered fibre operation. Reparenco employs 315 people with Gross Assets of €189 million and generated EBITDA of €41 million in the 12 months to April 2018, during which time the business continued to ramp up production.

The acquisition represents a transaction multiple, pre-synergies, of 6.4x the expected full year 2018 EBITDA for Reparenco of €72 million.

Reparenco’s strong strategic fit with SKG’s existing European businesses is expected to deliver significant synergies in the near-term in a number of areas, including increased integration of containerboard and the recycling operations into the Group.

The cash consideration will be funded from the Group's existing resources. It is expected that the Transaction will complete within four to six weeks subject to customary completion conditions and adjustments and regulatory approval.

Smurfit Kappa Group will host a conference call, for analysts and institutional investors today, 24 May, at 9.00 BST (04.00 ET). Dial in details call are included at the end of this release.

Transaction Highlights

  • Accelerates the Group’s strategic objectives under its Medium Term Plan;
  • Delivers EBITDA day 1 with no start-up risk;
  • Acquisition of a paper mill with a capacity of 675,000 tonnes in SKG’s core operating region in Europe;
  • Mill comprises two machines with capacity of 405,000 tonnes of recycled containerboard and 270,000 tonnes of graphic paper (with the potential for conversion to containerboard);
  • Mill includes a 750,000 tonne recovered fibre operation;and,
  • Strengthens SKG’s paper integration – the Group is currently short 700,000 tonnes of recycled containerboard in Europe.
 

Smurfit Kappa Group CEO, Tony Smurfit, commented: “We are pleased to announce our agreement to acquire Reparenco, successfully concluding a process which began on February 1st  this year. The acquisition of Reparenco is complementary with our existing business; strengthens our integrated business model; and accelerates a central element of our medium term plan.

We welcome all the Reparenco employees to Smurfit Kappa. We believe there is a strong cultural fit between our businesses and that, together, we will generate value in the short, medium and long term for all our stakeholders.”

The details for the call are outlined below:

  • Europe:  + 44 333 300 0804
  • Ireland: + 353 1 431 1252
  • USA:  + 1 631 913 1422
  • Passcode:  83652919#

Further Information

This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

The distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United Kingdom may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United Kingdom who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

Responsibility Statement

The Directors of Smurfit Kappa accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for Smurfit Kappa and no one else in connection with the unsolicited  approach (the "Unsolicited International Paper Approach") from International Paper Company ("International Paper") and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Smurfit Kappa for providing the protections afforded to clients of Citi nor for providing advice in relation to any matter referred to herein.

Davy Corporate Finance ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Smurfit Kappa and no one else in connection with the Unsolicited International Paper Approach and will not be responsible to anyone other than Smurfit Kappa for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this announcement.

Forward-looking Statements

This announcement may include certain "forward looking statements" with respect to the business, strategy and plans of Smurfit Kappa and its expectations relating to Smurfit Kappa's future financial condition and performance. Statements that are not historical facts, including statements about Smurfit Kappa or Smurfit Kappa's belief and expectation, are forward looking statements. Words such as "believes", "anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered" and "likely", and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.

Forward-looking statements only speak as of the date on which they are made, and the events discussed in this announcement may not occur. Subject to compliance with applicable law and regulation, Smurfit Kappa is not under any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise.

Rule 8 – Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Smurfit Kappa or International Paper, all "dealings" in any "relevant securities" of Smurfit Kappa or International Paper (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 pm (Irish time) in respect of the relevant securities of Smurfit Kappa and 3.30pm (New York time) in respect of the relevant securities of International Paper on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the “offer period” ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Smurfit Kappa, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under Rule 8.1 of the Irish Takeover Rules, all dealings in relevant securities of Smurfit Kappa by International Paper, or relevant securities of International Paper by Smurfit Kappa, or by any party acting in concert with either of them must also be disclosed by no later than 12 noon (Irish/UK time) in respect of the relevant securities of Smurfit Kappa and 12 noon (New York time) in respect of the relevant securities of International Paper on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

Profit Forecast

No statement in this announcement constitutes a profit forecast for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Smurfit Kappa or International Paper as appropriate. No statement in this announcement constitutes an asset valuation. The statement as to the value of the gross assets of Reparenco is included solely for the purpose of compliance with UK Listing Rule 10.4.1R(2)(d). It is not a statement by Smurfit Kappa of its view of the value of the business and assets of Reparenco.

SKG to acquire Reparenco for approximately €460 million