WENDEL: Wendel signs an agreement for the sale of Constantia
Flexibles to One Rock Capital Partners
PRESS RELEASE — JULY 31, 2023
Wendel signs an agreement for the sale of
Constantia Flexibles to One Rock Capital Partners
Wendel signed an agreement to sell Constantia
Flexibles (“The Company”), a global leader in the flexible
packaging market, to an affiliate of One Rock Capital Partners, LLC
(“One Rock”). The Group produces flexible packaging solutions for a
diversified portfolio of blue-chip customers and local champions in
the consumer and pharmaceutical industries.
The Company would be sold for a price that
yields net proceeds1 for Wendel of c.€1,097M, reflecting a multiple
of 1.94 times Wendel’s total investment in Constantia Flexibles
since 2015.The transaction net proceeds are €84 million above
Constantia Flexibles’ valuation in Wendel’s net asset value (“NAV”)
published before the transaction announcement, i.e. as of March 31,
2023. Furthermore, additional proceeds generated by the Company’s
ongoing assets disposals, could bring the proceeds up to €1,124
million, i.e. a valuation 11.0% higher than the NAV at March 31,
2023, and 6.8% higher than the NAV at June 30, 2023.
The closing of the transaction should take place
during the second half of 2023, subject to the satisfaction of the
contractual conditions precedents, including the clearance by
regulatory authorities.
David
Darmon, Wendel Group’s
Deputy CEO, said: “The history of
Constantia Flexibles within Wendel's portfolio highlights the
validity of our long-term investor model, which has enabled us to
support the Company in its development. Constantia Flexibles has
thus placed innovation at the heart of its growth model, enabling
it to rise to the challenge of the circular economy without
compromising on the functional requirements of its products. Under
Pim Vervaat’s leadership, all Constantia Flexibles teams
demonstrated their commitment and resilience during the Covid-19
crisis, and coped brilliantly with the recent disruptions in the
energy and commodities markets. They enabled the Company to deliver
outstanding operational, financial and extra-financial
performance.”
Pim
Vervaat, CEO of Constantia
Flexibles, affirms: "Our current position
and success would not have been possible without Wendel's
dedication and commitment. We are grateful for their supportive
partnership over the years, which has enabled our growth and
investments in our workforce, innovations, and sustainable
offerings for the Consumer and Pharma markets. Working alongside
Wendel has been a pleasure."
History of Wendel’s Investment
in Constantia Flexibles
On March 27, 2015, Wendel finalized the
acquisition of Constantia Flexibles for an enterprise value of €2.3
billion and invested €640 million in equity for a 73% stake in the
Company, alongside the AREPO Foundation’s €240 million, or 27%
investment. Subsequently, on September 22, 2015, Wendel signed an
agreement with Maxburg Capital Partners (“MCP”), an investment
company backed by the RAG Foundation, to syndicate a minority share
of its investment in Constantia Flexibles. Accordingly, in November
2015, MCP acquired approximately 11% of the capital of Constantia
Flexibles from Wendel for €101 million. Following this transaction,
Wendel, the AREPO Foundation and MCP subsequently participated in a
€50 million capital increase for Constantia Flexibles, each
subscribing to a pro-rata stake, to finance the acquisitions of
Afripack and Pemara. Following the capital increase and MCP’s
investment in Constantia Flexibles, Wendel’s equity investment in
Constantia Flexibles totaled €565 million. Wendel is the Company’s
controlling shareholder, with 60.8% of the share capital.
In 2017, Constantia Flexibles sold its Labels
business to Multi-Color Corporation. This value-creating
transaction gave the Company additional resources to bolster its
growth strategy in the flexible packaging market, where it is a
leader in segments such as confectionery foils, die-cut lidding,
alu-container systems and pharma foil.
Under its ownership, Wendel supported Constantia
Flexibles in its external growth strategy, with 11 acquisitions in
10 countries.
ESG achievements since
2015For more than 8
years, Wendel has supported Constantia Flexibles in its ESG
challenges, and more specifically in the issues of the circular
economy and the fight against climate change. As a result, since
2018 the Austrian group has had a greenhouse gas emissions
reduction trajectory approved by the SBTi. 85% of its products are
designed for recycling or have a recyclable alternative.
Occupational safety has always been an absolute priority for
Wendel, and special attention has been paid to this issue,
resulting in continuous improvement, with the accident frequency
rate falling from 13.4 in 2014 to 2.2 in 2022.
The relevance of the in-depth work carried out
by Wendel and Constantia is reflected in the Group's excellent
extra-financial ratings, with an A- rating from the CDP and the
Ecovadis Gold medal, ranking Constantia among the top 2% of
companies in its sector.
1 Net proceeds after financial debt, dilution to the benefit of
the Company’s minority investors, transaction costs and other
debt-like adjustments
Agenda
Thursday October 26th, 2023
Q3 2023 Trading
update – Publication of NAV as of September 30, 2023
(after-market release)
Thursday December 7th, 2023
2023 Investor Day
Wednesday February 28, 2024
FY 2024 results – Publication
of NAV as of December 31, 2023, and Full-Year consolidated
financial statements (post-market release)
Thursday April 25th, 2024
Q1 2024 Trading
update – Publication of NAV as of March 31, 2024
(post-market release)
Thursday May 16th, 2024
Annual General Meeting
Wednesday July 31, 2024
H1 2024 results – Publication
of NAV as of June 30, 2024, and condensed Half-Year consolidated
financial statements (post-market release)
Thursday October 24, 2024
Q3 2024 Trading
update – Publication of NAV as of September 30, 2024
(post-market release)
Thursday December 5th, 2024
2024 Investor Day
About Wendel
Wendel is one of Europe’s leading listed
investment firms. The Group invests in Europe and
North America in companies which are
leaders in their field, such as ACAMS, Bureau Veritas, Crisis
Prevention Institute, IHS Towers, Stahl , Scalian and Tarkett.
Wendel often plays an active role as a controlling or
significant shareholder in its portfolio
companies. Wendel seeks to implement long-term
development strategies, which involve boosting growth and margins
of companies so as to enhance their leading market
positions. With Wendel Growth (formerly known as Wendel Lab),
Wendel also invests via funds or directly in innovative,
high-growth companies.
Wendel is listed on Eurolist by Euronext
Paris.
Standard & Poor’s ratings: Long-term: BBB,
stable outlook – Short-term: A-2 since January 25, 2019
Moody’s ratings: Long-term: Baa2, stable outlook
since September 5, 2018
Wendel is the Founding Sponsor of Centre
Pompidou-Metz. In recognition of its long-term patronage of the
arts, Wendel received the distinction of ‘Grand Mécène de la
Culture’ in 2012.
For more information: wendelgroup.com
Follow us on LinkedIn @Wendel
Press
contacts |
Analyst and investor contacts |
Christine Anglade
Pirzadeh: + 33 1 42 85 63
24 |
Olivier Allot: +33 1 42 85 63 73 |
c.anglade@wendelgroup.com |
o.allot@wendelgroup.com |
|
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Caroline Decaux: +33 1
42 85 91
27 |
Lucile Roch: +33 1 42 85 63 72 |
c.decaux@wendelgroup.com |
l.roch@wendelgroup.com |
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Primatice |
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Olivier Labesse: +33 6
79 11 49 71 |
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olivierlabesse@primatice.com |
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Hugues Schmitt: +33 6
71 99 74 58 |
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huguesschmitt@primatice.com |
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Kekst CNC |
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Todd Fogarty: +1 212
521 4854 |
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todd.fogarty@kekstcnc.com |
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