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European Plastic Packaging
M&A update

Spring 2012


  Europe dominates     European plastic packaging on the
 global M&A activity
                       road to consolidation
                       The plastic packaging
                       industry in Europe is valued
                       at €38 billion annually,
                       accounts for a quarter of
                       global supply and generated
                       nearly half of all M&A
                       transactions in the sector.

                       This report highlights both                 “Plastic packaging is becoming
                       the opportunities and                       a global affair, innovation is
                       challenges for European                     ongoing as companies strive to
                       companies in the sector.                    satisfy demanding customers
                                                                   and end users. These factors
                                                                   are driving consolidation”
                       The key observations from                   Jean-Pierre Brice, Partner
 Highly fragmented     our research:
  industry creating
                         Over the past three years almost half       to grow initial ‘platform’ investments
      consolidation      of all global M&A deals in the plastic      through bolt-on acquisitions, taking
      opportunities      packaging sector took place in Europe,      advantage of operational synergies.
                         attracting both trade acquirers and
                         financial investors.                        Cross-border deals accounted for 40%
                                                                     of all transactions in 2011. Much of this
                         Whilst some segments of the industry,       is attributable to the global sourcing
 Cross-border deals      such as flexible food packaging, are        requirements of major customers.
                         dominated by a few large players the
 are a major feature                                                 Typical acquisition multiples have
                         European industry as a whole remains
             of M&A      highly fragmented. We expect                remained at between 5x and 7x EBITDA
                         consolidation trends to continue.           over the past three years. However
                                                                     higher acquisition multiples have been
                         Private equity firms have been              paid for some companies, particularly
                         significant investors. The common           those offering niche products.
                         theme has been for private equity firms
European Plastic Packaging                                 M&A update




      Figure 1: Plastic packaging market structure

                                           Production                                   Conversion                     Consumer Demand                      Recovery


                                                                       UK               Electrical & Electronic
                                                                  3.76m t (6.6%)                (6.0%)
                                                                      Italy                  Automotive
                     Plastic Types                                4.90m t (8.7%)               (8.0%)
                                                                                                                                                Recycling and Energy
                                  PS 4.7%                         Other European                                                                recovery 66%
  Other 20.7%                            PUR 6.7%                 6.44m t (11.3%)           Construction
                                                                                             (21.0%)                                   End Market
                                                PET 8.6%
                                                                                                                               Other
                                                                     France                                                     20%
                                                                 7.53m t (13.3%)                                                                     Food
                                                   PVC 11.3%
                                                                                                                                                     51%
                                                                                                                  Healthcare
PP 18.6%
                                                                                             Packaging                   6%
                                              LDPE 11.5%             Benelux                  (39.0%)
                                                                                                                   Cosmetics
                                                                 11.30m t (20%)
               HDPE 17.9%                                                                                               5%

     PS (Polystyrene) e.g. DVD cases                                                                                       Beverage
     PUR (Polyurethane) e.g. Phone cases                                                                                       18%
     PET (Polyethylene terephthalate) e.g. Plastic bottles          Germany
     PVC (Polyvinyl chloride) e.g. Blister packs                 22.67m t (40.1%)              Other
     PP (Polypropylene) e.g. Stationery                                                       (26.0%)                                           Disposed to Landfill 34%
     PE (Polyethylene) e.g. Plastic film



                                                               57 million tonnes       46 million tonnes
                                                                  Produced                Converted



Source: Mergers Alliance, Plastics Europe MRG, Rexam




     Raw material costs                                      Industry trends                                          Flexible packaging is being boosted from
                                                                                                                      sectors like perishable and convenience
                                                                                                                      foods, healthcare, and industrials.
   likely to rise in 2012                                    Packaging is the largest user of
                                                             plastics in Europe, representing 39%                     Whilst the development in end user markets
                                                             of the overall 46 million tonnes used                    is crucial to the industry’s performance
                                                             in plastic conversion (see Figure 1).                    there are a number of other important
                                                                                                                      considerations:
                                                             Although there are some downsides to
                                                             plastic packaging (e.g. raw material                          The softening in recycled plastic prices
                                                             fluctuations) it also holds many inherent                     evidenced in H2 2011, partly as a result
                                                             advantages over other packaging materials                     of weakening export markets, is likely to
                                                             including flexibility, cost and its ability to                reverse this year as exports start to
                                                             adjust to new innovations and technologies.                   recover (see Figure 2). A similar trend
                                                             Plastic now accounts for the largest share                    in virgin prices is also likely.
                                                             of the packaging market followed by paper.
                                                                                                                           EU legislation is significantly impacting
                                                             Rigid packaging accounts for around 60%                       on recycling volumes. The updated
                                                             of total production volume. The current                       directive on Packaging and Packaging
                                                             growth in demand for rigid packaging is                       Waste coupled with the rising raw
                                                             largely being driven by the beverage and                      material prices are increasing
                                                             personal care markets.                                        investment in closed loop processes.

 2
European Plastic Packaging                   M&A update




   Whilst around half of all consumer                                                                                        The emerging markets of Eastern
   goods are packaged in plastic, this                                                                                       Europe, Asia and South America have                 Emerging markets are
   amounts to just 17% of all packaging                                                                                      all benefited from significant investment
   weight, a reduction of 28% in the last                                                                                    from larger international suppliers as
                                                                                                                                                                                     target regions for
   10 years. The significant investment                                                                                      opportunities for growth are sought.                       multinationals
   required to achieve these returns is a                                                                                    Evidence of this is seen in AMCOR’s
   further contributor to the consolidation                                                                                  growth in these regions of 18% p.a.
   in the sector.                                                                                                            between 2000 and 2011. RPC Group
                                                                                                                             and Constantia Flexibles are actively
   The rigid food and beverage packaging                                                                                     seeking mid-market opportunities in
   market is forecast to increase in                                                                                         these emerging markets. To remain
   importance, with growth rates forecast                                                                                    competitive European manufacturers
   at 3.7% over the next three years,                                                                                        need to ensure they are present in
   twice the industry average.                                                                                               these regions.
   PET is experiencing significant growth
   in volume in the consumer markets.
   PET’s functional and light weight
                                                                                                                                                                                 Environmental factors
   characteristics should ensure steady                                                                                                                                          influencing packaging
   growth (see Figure 3). It is also
   increasingly replacing segments
                                                                                                                                                                                              materials
   that have traditionally been dominated
   by other materials for example glass
   beer bottles.

   Certain European consumer companies
   are moving towards sustainable
   packaging, with the bioplastics segment
   in particular experiencing increased
   demand. Cleaning products brand
   Ecover recently announced that all of
   its packaging will be made from plant
   based plastic made from sugarcane.




 Figure 2: Polymer price € per                                                                                           Figure 3: Share of total beverage
 tonne                                                                                                                   packing (%)
                                                                                                                        40
2000
1800                                                                                                                    35
1600
1400                                                                                                                    30
1200                                                                                                                    25
1000
 800                                                                                                                    20
 600
                                                                                                                        15
 400
 200                                                                                                                    10
   0
                                                                                                                         5
       1997
              1998
                      1999
                             2000
                                    2001
                                           2002
                                                  2003
                                                         2004
                                                                2005
                                                                       2006
                                                                              2007
                                                                                     2008
                                                                                            2009
                                                                                                   2010
                                                                                                          2011
                                                                                                                 2012




                                                                                                                         0
                                                                                                                                 PET          Glass          Metal      Others
                     PET
                     HPDE Blow moulding standard
                                                                                                                                       2004           2009           2014
                     HPDE Injection moulding grade


Source: Mergers Alliance                                                                                                Source: Euro monitor, BPI




                                                                                                                                                                                                      3
European Plastic Packaging                                                     M&A update




        Valuations reflect                          Current valuations                                                       companies in our index, which have
                                                                                                                             robust earnings and dividend policies.
      consistent earnings                           The past decade has seen plastic                                         The global recession put downward
             performance                            packaging valuations slightly exceed or                                  pressure on valuations, however our
                                                    track wider industrial market indices, a                                 research has shown a marginal recovery
                                                    reflection of the defensive nature of the                                over the last 12 months.




      Figure 4:             Plastic packaging composite valuation index
        100.00%

         80.00%

         60.00%

         40.00%

         20.00%

           0.00%

         -20.00%

         -40.00%

         -60.00%

         -80.00%

        -100.00%
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                                               Mergers Alliance Index                                      MSCI World Industrial Index



Mergers Alliance Index: Amcor, Rexam, DS Smith, Huhtamaki Oyj, MacFarlane Group, British Polythene Industries, Resilux NV, RPC Group, La Seda de Barcelona
Source: Capital IQ




             Europe alert to
               international                          PET recovers                                                                        These quasi protectionist measures
                                                                                                                                          were effective in bringing down PET
                competition                                 PET imports into Europe from Asia
                                                                                                                                          imports to around 0.5 million tonnes
                                                                                                                                          in 2011 with prices regaining much
                                                            increased dramatically in 2009 to                                             of the lost ground.
                                                            reach 0.9 million tonnes, a historical
                                                            high. Asian companies were able to
                                                            escalate their exports at highly                                  European PET imports (k tonnes)
                                                            competitive prices due to their higher
                                                            production efficiency and the lower                                         1000

                                                            costs of local raw materials.                                                800
                                                                                                                              Imports




                                                                                                                                         600
                                                            This, along with slowing demand                                              400
                                                            in Europe, meant that PET prices                                             200
                                                            plunged – 33% below the current                                                  0
                                                            price level. The EU initiated anti-                                                       2008     2009      2010        2011

                                                            dumping laws to counteract the low                                                                        Imports
                                                            import prices and protect European
                                                            companies.                                                       Source: PCI, BPI and Bloomberg.


  4
European Plastic Packaging                                                M&A update




     Figure 5: Top 15 global plastic packaging companies
                                                                                                                 EBITDA    EBITDA,
                                      Countries of                                              3 Yr             Margin    3 Yr CAGR
                                      Operation             Market Cap Revenue LTM EBITDA Revenue                %         % [LTM]
    Name                   HQ Country (Primary)             (€) Million (€) Million (€) Million CAGR   EV/EBITDA [LTM]     (%)          Rigid   Flexible Comments

    Amcor Ltd.             Australia   Global (Australia,      6,916     9,932        990       6.1%      7.2x    10.0%         2.4%                    Dominate European flexible market.
    (ASX:AMC)                          the United States,
                                       and Singapore)


    Rexam plc              United  Global (US,                 4,050     5,567        838       3.4%      7.2x    15.1%         4.2%                    Recently announced the sale of its
    (LSE:REX)              Kingdom Brazil, Europe)                                                                                                      plastic lid-making division to Berry Plastics
                                                                                                                                                        for €267m.


    Bemis Company, Inc. United         Global                  2,530     4,096        494       5.5%       7.4x   12.1%         2.5%                    Acquired Finnish based Huhtamaki Oyj's
    (NYSE:BMS)          States         (sub-companies                                                                                                   South American operations in 2009.
                                        in 13 countries)


    Berry Plastics         United      Global (US,            Private    3,494        493       5.6%        na    14.1%        12.4%                    Recently acquired Linpac Packaging
    Corporation            States      Brazil, Germany)                                                                                                 Filmco from Linpac for €15m.


    Sonoco Products Co. United         Global                  2,409     3,444        423       6.8%       8.1x   12.3%         4.8%                    Has been acquiring across the supply
    (NYSE:SON)          States         (US, UK, China)                                                                                                  chain in North America with deal value
                                                                                                                                                        totalling €508m.


    DS Smith plc           United  Europe (UK,                 1,255     3,218        270       7.4%       4.9x    8.4%         9.6%                    Planning integration of SCA. May divest
    (LSE:SMDS)             Kingdom France, Belgium)                                                                                                     plastic operations.


    Alpla-Werke Alwin      Austria     Global                 Private    2,900          na     16.1%        na        na           na                   Has not engaged in M&A of late, has
    Lehner GmbH                                                             est                                                                         focused instead on greenfield
    & Co. KG                                                                                                                                            investments.


    Silgan Holdings Inc.   United      Americas,               2,173     2,593        353       8.9%       8.1x   13.6%         6.0%                    European acquisitions have been
    (NasdaqGS:SLGN)        States      Europe, Asia                                                                                                     confined to metal packaging companies
                                                                                                                                                        of late.


    Graham Packaging       United      US, Europe,            Private    2,127        394       8.3%        na    18.5%         5.6%                    In 2010 it acquired China Roots Packaging,
    Holdings Company       States      China                                                                                                            its first manufacturing facility in China.


    Huhtamaki Oyj          Finland     Global (Europe,           973     2,064        203       2.5%       6.7x    9.9%        -1.0%                    Sold its European rigid plastic consumer
    (HLSE:HUH1V)                       US, Australasia)                                                                                                 goods operations to Sun Capital for €52m.


    Constantia             Austria     Global (Europe,         1,838     1,838        297       3.9%        na    16.1%         4.3%                    Recently acquired Asas in Turkey and
    Packaging AG                       US, China)                                                                                                       Alcan's food packaging operations in
                                                                                                                                                        Spain.


    AptarGroup, Inc.       United      US, France              2,642     1,780        322       8.6%       8.5x   18.1%         6.0%                    Acquired India based plastic packaging
    (NYSE:ATR)             States                                                                                                                       company T.K.H. Plastics for €14m.


    FP Corp.               Japan       Global                    880     1,285        194       6.8%       6.3x   15.1%         6.3%                    Has been active in acquiring packaging
    (OSE:7947)                                                                                                                                          companies in Japan and China.


    Linpac Group           United  Global                     Private    1,231        108      -0.4%        na     8.7%         5.2%                    Has been divesting its non-core operations
    Limited                Kingdom                                                                                                                      to both trade and financial buyers of late.


    RPC Group plc          United  Europe                       1200     1,105        122       9.4%       8.3x   11.1%        23.6%                    After its acquisition of Superfos Industries
    (LSE:RPC)              Kingdom                                                                                                                      it is known to be seeking further
                                                                                                                                                        acquisitions in Europe.


   Companies with disclosed revenue only


Source: Mergers Alliance, Capital IQ
                                                                                                                                                                                                        5
European Plastic Packaging                      M&A update




    AMCOR dominates       Trade buyer activity                              years they have made three
                                                                            acquisitions: Superfos Industries;
                                                                            DM Plast; and MOB SAS.
      flexible markets    Over 100 transactions were completed
                          in the past 18 months. Deal volume for            The acquisition of Denmark based
                          2011 equalled the deal volume for 2010            Superfos for €240m gives RPC access
                          and surpassed the lows of the                     to a variety of markets including Eastern
                          recession.                                        Europe and Scandinavia. RPC is known
                                                                            to be seeking further acquisitions to
                          The common theme over the past two                expand its pan-European operations.
                          years has been for the medium to large
                          sized companies to buy up smaller players         The most high profile distressed sales
                          to achieve their growth initiatives.              occurred in 2009, including Canal
                                                                            Corporation (formerly Chesapeake
                          The ‘serial acquirers’ in Europe have often       Corp) and Budelpack, and failure still
                          been the bigger companies, such as RPC            occasionally occurs in the small to mid
                          and Constantia Packaging (PE owned),              sized market. LIR Packaging, which
                          seeking to strengthen their position in the       produces cosmetic product packaging
                          production and technology chain, grow             and Sedis, the French confectionery
                          market share, ‘follow’ their clients              and pastry packager have both recently
                          geographically and react to the ‘bulking’         announced insolvency proceedings.
                          trends of the larger global players (see          This creates opportunities for ‘value’
                          Figure 6).                                        and turnaround acquirers.
                          M&A activity demonstrates two key themes;         Analysis of plastic packaging industry
                          the consolidation taking place within             deals over the last decade shows that
                          Europe; and the opportunities arising from        the majority (58%) of acquisitions are
                          distressed situations as a result of the          made of direct competitors. Of the other
                          pressures of operating in these markets.          targets: 13% are distributors; 13%
                                                                            printing companies; 8% competitors in
                              The largest deal of the past four years
            Majority of                                                     different sectors (majority being paper
                              involving a European target was
                                                                            packaging); and 8% are of other
                              completed by an Australian buyer.
    acquisitions are of                                                     companies (e.g. recycling plants). This
                              Amcor, the world's largest manufacturer
                                                                            shows clear consolidation strategies
    direct competitors        of plastic bottles, purchased Alcan’s
                                                                            and that moves into more peripheral
                              flexible packaging business in 2010 for
                                                                            sectors are less common.
                              €1.5bn giving Amcor c. 25% market
                              share and further consolidating flexible
                              packaging in Europe.

                              Highly acquisitive, Amcor has also
                              bought smaller mid-market companies
                              such as Italian based B-Pack Due
                              (€45m).

                              European flexible companies have
                              reacted to Amcor’s increasing
                              dominance by making acquisitions
                              of their own, with Constantia being one    “Superfos was a significant
                              of the more prominent buyers. They
                                                                         acquisition for RPC and was
                              acquired Asas in Turkey (sales of €63m)
                              and Alcan’s food packaging operations      consistent with our current
                              in Logrono and Burgos, Spain.              strategy of growing the business
                              In rigid plastic packaging RPC Group
                                                                         organically and through acquisition”
                              has also employed M&A to meet their        Jamie Pike, Chairman at RPC
                              growth ambitions. During the past four
6
European Plastic Packaging                        M&A update




     Figure 6: Selected European plastic packaging deals
                                                                                                                               Deal Value
           Date       Target                        Description                   Plastic Type (Target) Buyer                  (€’m)

           Jan-12     Geka (Ger)                    Cosmetics packaging           Rigid                3i (UK)                       ND

                                                    Plastics and paper
           Jan-12     SCA Packaging (BE)                                          Flexible and Rigid   DS Smith (UK)               1,650
                                                    consumer goods packaging

                                                    Plastic returnable                                 One Equity Partners
           Jan-12     Linpac Allibert (UK)                                        Rigid                                              ND
                                                    transit packaging                                  LLC (USA)

                      Johnsen & Jorgensen           Plastic and glass                                  Pont Packaging
           Oct-11                                                                 Flexible and Rigid                                 ND
                      Group (UK)                    packaging                                          (NL)

                                                    Industrial packaging
           Aug-11     Pack2Pack (BE)                                              Rigid                Greif Inc (USA)               ND
                                                    manufacturer

                                                    Plastic packaging                                  Coral Products
           Aug-11     Interpack (UK)                                              Rigid                                               5
                                                    distributor                                        plc (UK)

                                                    Plastic products                                   Constantia packaging
           Aug-11     ASAS (Tur)                                                  Flexible                                           ND
                                                    manufacture                                        AG (Aut)

                                                    Pharmaceutical primary                             Phillips Plastics
           Jul-11     Medisize Corporation (Fin)                                  Flexible and Rigid                                100
                                                    packaging                                          Corporation (USA)

                      Rexam Plc, Beverage
                                                    Beverage plastic                                   Berry Plastics
           Jul-11     and Speciality Closures                                     Rigid                                             251
                                                    packaging                                          Corporation (USA)
                      Business (UK)

                                                    Life sciences plastic                              Thermo Fisher
           May-11     Sterilin (UK)                                               Flexible and Rigid                                 ND
                                                    packaging                                          Scientific, Inc (USA)

                      Pannunion Packaging           Production of plastic                              Sun Capital
           May-11                                                                 Rigid                                              36
                      Ltd (Hun)                     packaging materials                                Partners (USA)

                                                    Flexible plastic packaging
           Apr-11     Atlantis-Pak Co Ltd (Rus)                                   Flexible             Agrokom Group (Rus)           73
                                                    for meat products

                      Britton Group                 Flexible packaging group,                          Sun European
           Apr-11                                                                 Flexible                                          101
                      (UK)                          plastic and other materials                        Partners, LLP (UK)

           Dec-10     CFS B.V. (NL)                 Packaging equipment           Flexible and Rigid   GEA Group AG (Ger)           435

                      Superfos Industries           Injection moulded rigid
           Dec-10                                                                 Rigid                RPC Group plc (UK)           240
                      (Den)                         packaging

                      Nampak Cartons (now           HDPE packaging for food                            Platinum Equity
           Dec-10                                                                 Rigid                                              77
                      Contego Packaging) (UK)       and drink                                          (USA)

                      Bilcare Research
           Aug-10                                   Pharmaceutical packaging      Flexible and Rigid   Bilcare GmbH (Ger)           100
                      (Ger)

                                                    Cosmetics and personal                             Sun European
           Jul-10     Albéa (Fra)                                                 Flexible and Rigid                                110
                                                    care packaging company                             Partners, LLP (UK)

                                                                                                       Packaging and
           Jan-10     CV Flexible Packaging (Ger)   Flexible packaging            Flexible                                           ND
                                                                                                       Technology Ltd (UK)

                                                                                                       Silver Fleet
           Jan-10     Kalle (Ger)                   Plastic sausage casings       Flexible                                           213
                                                                                                       Capital (UK)

                                                                                                       Next Wave Ventures
           Nov-09     Petainer (Swe)                Eco PET packaging             Rigid                                              18
                                                                                                       WHEB VENTURE (UK)

                      Constantia Packaging          Packaging holding                                  One Equity Partners
           Oct-09                                                                 Flexible                                        1,104
                      AG (Aut)                      company                                            LLC (USA)

                      Majority of Alcan             Plastic, aluminium
           Aug-09                                                                 Flexible and Rigid   Amcor Ltd (Aus)            1,497
                      Packaging Businesses (Sui)    and packaging


Source: Capital IQ, Corpfin
                                                                                                                                            7
European Plastic Packaging                       M&A update




    RRP a key target for
         multinationals     ‘Retail Ready Packaging’
                            Retail Ready Packaging (RRP) or
                            shelf-ready packaging is designed to            RRP penetration by country
                            be easily placed on the shelf without
                            the need for unpacking or repacking
                            and is typically made up of rigid
                            plastic, fibreboard or corrugated
                            board.

                               RRP is recognised as delivering
                               higher efficiency in the supply chain
                               and this segment is expected to grow
                               significantly across continental Europe
                               with a tonnage CAGR of 6%.

                               While the UK and German markets
                               already have high penetration rates,         Red: High penetration of RRP
                               most of continental Europe is still a        Green: Medium penetration of RRP
                               relatively immature market and is            Blue: Developing RRP
                               where most of the growth will
                               take place.                                Source: igd.com




   Plastic packaging a     Private equity                                 There are two models in evidence
                                                                          in the mid-market:
target sector for some     investment                                         PE employ buy and build strategies
 private equity houses     Since 2009 a fifth of all European
                                                                              (building up established companies
                                                                              through smaller bolt-on’s) to create
                           plastic packaging deals have had                   value for their ‘mature’ companies.
                           private equity participation. A large
                           proportion of higher value deals have              Sun Capital for example has assembled
                           been completed by financial investors.             a large portfolio of European plastic
                                                                              packaging businesses having made
                              Global private equity investment in             seven mid-market acquisitions in
    Private equity firms      Europe has been broad and has had an            Europe since 2007. Their portfolio now
                              impact in consolidating both the rigid
    have backed buy &         and flexible market. The most active
                                                                              includes Kobusch-Sengewald GmbH,
                                                                              Unterland, Britton Flexibles, Betts
        build strategies      firms include One Equity Partners, AB           Global, Albéa and Acorn SAS.
                              Traction, Sun Capital and Platinum
                              Equity. Deal values have ranged from            By combining existing affiliated portfolio
                              €10m to over €1bn.                              companies Sun Capital has created a
                                                                              pan-European flexible packaging
                              Although their focus has been primarily         specialist, Britton Group, and a pan-
                              on consumer goods (FMCG) there has              European rigid packaging specialist,
                              been rising involvement in industrial and       PACCOR. Annual turnover of the
                              commercial end markets.                         combined businesses will be
                                                                              approximately €680m.


8
European Plastic Packaging         M&A update




    PE firms are also focusing on niche              Financial buyers have also been keenly
    plastic packaging companies.                     focused on the plastic packaging                  Private equity
                                                     machinery segment with a notable
    Good examples of this included the               interest in the Italian market. Activity
                                                                                                targeting machinery
    Next Wave Ventures and WHEB                      included PE house IGI SGR acquiring                    segment
    Ventures acquisition of Swedish eco              Italian based plastic film machinery
    friendly PET specialists Petainer for            specialists Gruppo Fabbri for €40m in
    €18m and Silver Fleet Capital’s                  2011. Meanwhile the Chinese-European
    acquisition of Germany based Kalle,              PE fund Mandarin Capital Partners
    an innovator and producer of flexible            acquired a minority stake in one of the
    plastic sausage casings (€213m). The             leading global manufacturers of
    growth strategy for both these private           machines for plastic packaging,
    equity funds is to invest in companies           Industria Macchine Automatiche,
    that offer innovative and value adding           for €30m.
    solutions.




Prospects for M&A                                    As well as the traditional markets we
                                                     expect a new wave of acquisitions           Adaptability driving
and the industry                                     in Eastern Europe where flexible
                                                     packaging is experiencing an
                                                                                                   growth in plastic
The whole plastics packaging industry
                                                     average 6.2% sales growth.                          packaging
is closely linked to economic growth                 The increasing demand for recycled
and consumer confidence.                             and biodegradable products as well
                                                     a focus on the afterlife of a package
As much of Europe is still being affected by
                                                     should also encourage vertical
sovereign debt issues it is inevitable that the
                                                     integration by firms looking to
industry’s growth prospects in the near term
                                                     expand their product portfolio.
will be affected. Nevertheless, the fact that
the sector exhibits a low level of demand
volatility should ensure steady growth in
the medium term.

    Looking ahead, the high growth in
    demand for both rigid and flexible
    plastic packaging – as FMCG
    companies look for the more versatile
    options to glass and metal – will
    encourage acquisitions as businesses
    seek to meet customer’s demands.

    In the flexible market, Amcor/Alcan’s
    industry dominance will continue to
    drive consolidation as companies              “Plastic packaging in Europe
    acquire to compete.
                                                  is still a fragmented market.
                                                  We are constantly evaluating
                                                  opportunities in new markets
                                                  and new product lines”
                                                  Michael H. Kalb, Senior Managing Director,
                                                  Sun European Partners




                                                                                                                    9
European Plastic Packaging                          M&A update




                                     The ten largest transactions comprised              Almost half of all transactions were
                                     c.73% of the total value over the past              cross-border in 2011. The steady rise in
                                     four years. If you exclude these larger             cross-border activity since 2009 is likely
                                     deals, average deal size has been                   to continue as companies look to build
                                     below the €50m marker indicating that               scale, lower transport costs, increase
                                     the mid-market has experienced the                  market share and expand their
                                     most activity. Due to the still fragmented          geographical footprint.
                                     nature of the market we expect this
                                                                                         Specifically, we expect European
                                     trend to continue.
                                                                                         players to buy other European
                                     We expect that some of the larger deals             companies as they seek to consolidate
                                     in the future will be in the form of the big        the market and cover any ‘blind spots’
                                     diversified players divesting either part           while US players will look to take
                                     or all of their plastic packaging                   advantage of the challenging macro
                                     operations. This is likely to include               conditions in Europe, surveying
                                     Rexam’s personal care plastic                       companies with high potential.
                                     packaging business and DS Smith’s
                                     entire plastic division.




 Contacts
 Specialist advice on call…
 For information on sector trends, valuations and corporate finance advice in plastic packaging

                Leonardo Antunes                                                  Bart Jonkman
                Managing Director, Brazil                                         Managing Partner, Netherlands

                Telephone: +5521 3873 8000                                        Telephone: +31 73 623 8774
                Email: lantunes@brocap.com                                        Email: bart.jonkman@bluemind.nl

                Jean-Pierre Brice                                                 Piotr Olejniczak
                Partner, France                                                   Director, Poland

                Telephone: +33 148 246 300                                        Telephone: +48 22 236 9200
                Email: jp.brice@capital-partner.com                               Email: piotr.olejniczak@ipopema.pl

                Markus Kluge                                                      David Wolfe
                Director, Germany                                                 Senior Partner, Russia

                Telephone: +49 69 97 4030 78                                      Telephone: +7 495 937 5855
                Email: m.kluge@chrcf.com                                          Email: david.wolfe@northstar-cf.ru

                Ankur Gupta                                                       Igor Gorostiaga
                Manager, India                                                    Partner, Spain

                Telephone: +91 11 4617 0860                                       Telephone: +34 944 352 311
                Email: ankur@singhi.com                                           Email: igorostiaga@Norgestion.com

                Piero Manaresi                                                    Richard Sanders
                Partner, Italy                                                    Partner, United Kingdom

                Telephone: +39 051 59 47 309                                      Telephone: +44 121 654 5000
                Email: piero.manaresi@ethicacf.com                                Email: richardsanders@catalystcf.co.uk

                Owen Hultman                                                      Doug Usifer
                Executive Vice President, Japan                                   Managing Director, USA

                Telephone: +81 3 6895 5521                                        Telephone: +1 (802) 658 7733
                Email: owen.hultman@ibs-sec.com                                   Email: dusifer@headwatersmb.com

10
European Plastic Packaging                                                                M&A update




Country focus M&A
     Benelux:                                                                                    Spain:
European cross-border transactions have been                                                 Despite a highly fragmented market in Spain, M&A
commonplace of late, and includes notable transatlantic                                      activity has been moderate and outbound deals few
interest in the Benelux region. US-Benelux deals included                                    and far between. Distressed macro-conditions and
Greif, Inc acquiring industrial packaging specialists                                        credit restrictions have contributed to this. There are
Ligtermoet and Alpha Plastics acquiring PET specialists                                      however opportunities to consolidate the market for
SmartPET.                                                                                    those with strong balance sheets.

    France:                                                                                            INBOUND         INBOUND
                                                                                                                                                        INBOUND        INBOUND
M&A activity has evolved around companies looking to
                               INBOUND         INBOUND                                                 56%             60%
                                                                                                                                      INBOUND
                                                                                                                                        INBOUND       INBOUND
                                                                                                                                                                       63%
                                                                                                                                                                                        INBOUND

                             56%                         INBOUND
                                                                       INBOUND    INBOUND
                                                                                                  INBOUND                             56%
                                                                                                                                       77%             64%
                                                                                                                                                      60%             INBOUND
                                                                                                                                                                                      INBOUND
                                                                                                                                                                                       75%
                                                                                                                                                                                                   INBOUND
                                                                                                                                                                                                               INBO
                                      60%               64%                       63%                    M&A            M&A                                           77%             64%          63%         75
                              M&A      M&A
                                               77%
increase their product offering or increase their market                                          75%  Activity        Activity       M&A
                                                                                                                                       M&A             M&A
                                                                                                                                                      M&A
                                                                                                                                                                        M&A             M&A
                             Activity                    M&A                       M&A                                               Activity
                                                                                                                                      Activity        Activity        Activity
                                                                                                                                                                      M&A              M&A          M&A         M&
                                      Activity  M&A                                                M&A                                               Activity                          Activity
                                                                                                                                                                                      Activity     Activity
share. Regardless of their intentions, companies have
                                               Activity Activity                  Activity
                                                                                                        44%
                                                                                                  Activity             40%             23%             36%
                                                                                                                                                                     Activity
                                                                                                                                                                       37%
                                                                                                                                                                                                               Acti
                             44%      40%
                                                                                                       OUTBOUND
                                                                                                                                      44%             40%                              25%
been reluctant to overpay for fixed assets. 23%
                               OUTBOUND
                                           OUTBOUND
                                                        36%                       37%             25%
                                                                                                                       OUTBOUND
                                                                                                                                      OUTBOUND
                                                                                                                                     OUTBOUND         OUTBOUND
                                                                                                                                                     OUTBOUND         23%
                                                                                                                                                                       OUTBOUND
                                                                                                                                                                      OUTBOUND
                                                                                                                                                                                      36%
                                                                                                                                                                                       OUTBOUND
                                                                                                                                                                                      OUTBOUND
                                                                                                                                                                                                   37%
                                                                                                                                                                                                   OUTBOUND
                                                                                                                                                                                                               25
                                                         OUTBOUND      OUTBOUND   OUTBOUND        OUTBOUND                                                                                                     OUTBO

                                                                                                                      INBOUND          INBOUND
                                                                                                                                                                       INBOUND         INBOUND
                                                                                                                      56%              60%            INBOUND
                                                                                                                                                                                      63%
                                                                                                                                                                                                    INBOUND

    Germany/Austria/Switzerland:                                                                                                                      77%              64%                          75%
                                                                                                                       M&A             M&A
                                                                                                                      Activity                         M&A              M&A            M&A           M&A
                                                                                                                                      Activity
Private equity investment has been broad over the past                                            INBOUND
                                                                                                                                                      Activity         Activity       Activity      Activity
                                                                                                  56%               44%
                                                                                                                  INBOUND
                                                                                                                                       40%        INBOUND
                                                                                                                                                   36% INBOUND
                                                                                                                                                            37%
                                                                                                                                                                  INBOUND
18 months. Deals include cosmetics packaging firm                                                                 60% OUTBOUND    INBOUND
                                                                                                                                             23% 63%
                                                                                                                                           64%
                                                                                                                                       OUTBOUND                                                     25%
                                                                                                   M&A             M&A
                                                                                                                                  77%                  75%
                                                                                                                                                      OUTBOUND         OUTBOUND       OUTBOUND      OUTBOUND


Geka acquired by 3i and Bayern LB’s PE division’s                                                 Activity        Activity         M&A             M&A
                                                                                                                                                  Activity
                                                                                                                                                                   M&A
                                                                                                                                                                  Activity
                                                                                                                                                                                   M&A
                                                                                                                                  Activity                                        Activity
acquisition of a majority stake in Rebhan for an                                                  44%
                                                                                                  OUTBOUND        40%
                                                                                                                  OUTBOUND        23%             36%             37%             25%
                                                                                                                                  OUTBOUND        OUTBOUND        OUTBOUND        OUTBOUND
undisclosed amount.
                                                                                                                    INBOUND          INBOUND
                                                                                                                                                                     INBOUND        INBOUND
    Italy:                                                                             INBOUND         INBOUND
                                                                                                                    56%             60%             INBOUND
                                                                                                                                                      INBOUND
                                                                                                                                                                                    63%
                                                                                                                                                                                                  INBOUND
                                                             56%                                       60%            INBOUND
                                                                                                                                     INBOUND
                                                                                                                                                    77%              64%
                                                                                                                                                                      INBOUND
                                                                                                                                                                                                  75%
                                                                                                                     M&A
                                                                                                                      77%            64%
                                                                                                                                     M&A             63%              75%
In one of the more notable trade deals of 2011 high density Activity
                                                             M&A                                       M&A          Activity        Activity
                                                                                                                                       M&A           M&A
                                                                                                                                                      M&A
                                                                                                                                                                      M&A
                                                                                                                                                                    Activity
                                                                                                                                                                                     M&A
                                                                                                                                                                                    Activity
                                                                                                                                                                                                   M&A
                                                                                                      Activity         M&A                          Activity          M&A                         Activity
                                                                                                                                     Activity        Activity
polyethylene specialists Fustiplast was acquired by Dutch    44%
                                                                                                                    44%
                                                                                                                     Activity
                                                                                                                                    40%             23%
                                                                                                                                                                     Activity
                                                                                                                                                                     36%            37%           25%
                                                                                       OUTBOUND        40%          OUTBOUND

                                                                                                                     23%             36%
                                                                                                                                    OUTBOUND
                                                                                                                                                     37%
                                                                                                                                                    OUTBOUND
                                                                                                                                                                      25%
                                                                                                                                                                    OUTBOUND        OUTBOUND
industrial packaging company Greif International Holding BV.                                          OUTBOUND
                                                                                                                      OUTBOUND        OUTBOUND        OUTBOUND        OUTBOUND
                                                                                                                                                                                                  OUTBOUND




Fustiplast generated revenues of €472m in 2010.

    Poland:                                                                                      United Kingdom:
Although transactions have stalled recently we expect                                        Over a third of all privately owned plastic
the high growth domestic plastic packaging market to                                         packaging companies in the UK are owned
encourage an upswing in M&A activity over the next                                           by owners/managers approaching retirement.
18 months.                                                                                   We expect them to drive M&A activity.



Plastic packaging companies by country (%)

                              12%
                                                                    France
   30%                                                              Germany
                                          10%                       Italy
                                                                    Netherlands
                                                                    Spain
                                          8%
                                                                    UK
  4%                                                                Poland
                                          4%                        Rest of Europe

           18%               14%


Source: Capital IQ
                                                                                                             Report edited by Andre Johnston, with special thanks to Stefan Cooksammy




                                                                                                                                                                                                    11
International
                                    corporate finance
Mergers Alliance is a group of award winning corporate finance
specialists who provide high quality advice to organisations who require
international reach for their M&A strategies.

 Over 250 transaction professionals based across          Dedicated industry sector teams, with proven
 every key economic location around the world             track records and experience
 42 office locations, covering the Americas, Europe,      Your local senior corporate finance advisor will
 Middle East, Africa, Asia and Australasia                always be your point of contact, connecting you
                                                          to our partnership



Global coverage
             Australia                           Finland                           Poland
              Austria                            France                            Russia
          Belgium                            Germany                            Singapore
           Brazil                               India                          South Africa
          Bulgaria                               Italy                            Spain
          Canada                               Japan                             Sweden
           China                            Luxembourg                         Switzerland
         Colombia                             Mexico                              Turkey
       Czech Republic                       Netherlands                             UK
          Denmark                             Norway                               USA

                                    Stas Michael                          Andre Johnston
Contact Us...                       Business Manager                      Research Manager

                                    Direct Line: +44 (0) 20 7881 2990     Direct Line: +44 (0) 20 7881 2967
                                    E: stasmichael@mergers-alliance.com   E: andrejohnston@mergers-alliance.com

                                    www.mergers-alliance.com

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Global Consumer Goods Report

  • 1. European Plastic Packaging M&A update Spring 2012 Europe dominates European plastic packaging on the global M&A activity road to consolidation The plastic packaging industry in Europe is valued at €38 billion annually, accounts for a quarter of global supply and generated nearly half of all M&A transactions in the sector. This report highlights both “Plastic packaging is becoming the opportunities and a global affair, innovation is challenges for European ongoing as companies strive to companies in the sector. satisfy demanding customers and end users. These factors are driving consolidation” The key observations from Jean-Pierre Brice, Partner Highly fragmented our research: industry creating Over the past three years almost half to grow initial ‘platform’ investments consolidation of all global M&A deals in the plastic through bolt-on acquisitions, taking opportunities packaging sector took place in Europe, advantage of operational synergies. attracting both trade acquirers and financial investors. Cross-border deals accounted for 40% of all transactions in 2011. Much of this Whilst some segments of the industry, is attributable to the global sourcing Cross-border deals such as flexible food packaging, are requirements of major customers. dominated by a few large players the are a major feature Typical acquisition multiples have European industry as a whole remains of M&A highly fragmented. We expect remained at between 5x and 7x EBITDA consolidation trends to continue. over the past three years. However higher acquisition multiples have been Private equity firms have been paid for some companies, particularly significant investors. The common those offering niche products. theme has been for private equity firms
  • 2. European Plastic Packaging M&A update Figure 1: Plastic packaging market structure Production Conversion Consumer Demand Recovery UK Electrical & Electronic 3.76m t (6.6%) (6.0%) Italy Automotive Plastic Types 4.90m t (8.7%) (8.0%) Recycling and Energy PS 4.7% Other European recovery 66% Other 20.7% PUR 6.7% 6.44m t (11.3%) Construction (21.0%) End Market PET 8.6% Other France 20% 7.53m t (13.3%) Food PVC 11.3% 51% Healthcare PP 18.6% Packaging 6% LDPE 11.5% Benelux (39.0%) Cosmetics 11.30m t (20%) HDPE 17.9% 5% PS (Polystyrene) e.g. DVD cases Beverage PUR (Polyurethane) e.g. Phone cases 18% PET (Polyethylene terephthalate) e.g. Plastic bottles Germany PVC (Polyvinyl chloride) e.g. Blister packs 22.67m t (40.1%) Other PP (Polypropylene) e.g. Stationery (26.0%) Disposed to Landfill 34% PE (Polyethylene) e.g. Plastic film 57 million tonnes 46 million tonnes Produced Converted Source: Mergers Alliance, Plastics Europe MRG, Rexam Raw material costs Industry trends Flexible packaging is being boosted from sectors like perishable and convenience foods, healthcare, and industrials. likely to rise in 2012 Packaging is the largest user of plastics in Europe, representing 39% Whilst the development in end user markets of the overall 46 million tonnes used is crucial to the industry’s performance in plastic conversion (see Figure 1). there are a number of other important considerations: Although there are some downsides to plastic packaging (e.g. raw material The softening in recycled plastic prices fluctuations) it also holds many inherent evidenced in H2 2011, partly as a result advantages over other packaging materials of weakening export markets, is likely to including flexibility, cost and its ability to reverse this year as exports start to adjust to new innovations and technologies. recover (see Figure 2). A similar trend Plastic now accounts for the largest share in virgin prices is also likely. of the packaging market followed by paper. EU legislation is significantly impacting Rigid packaging accounts for around 60% on recycling volumes. The updated of total production volume. The current directive on Packaging and Packaging growth in demand for rigid packaging is Waste coupled with the rising raw largely being driven by the beverage and material prices are increasing personal care markets. investment in closed loop processes. 2
  • 3. European Plastic Packaging M&A update Whilst around half of all consumer The emerging markets of Eastern goods are packaged in plastic, this Europe, Asia and South America have Emerging markets are amounts to just 17% of all packaging all benefited from significant investment weight, a reduction of 28% in the last from larger international suppliers as target regions for 10 years. The significant investment opportunities for growth are sought. multinationals required to achieve these returns is a Evidence of this is seen in AMCOR’s further contributor to the consolidation growth in these regions of 18% p.a. in the sector. between 2000 and 2011. RPC Group and Constantia Flexibles are actively The rigid food and beverage packaging seeking mid-market opportunities in market is forecast to increase in these emerging markets. To remain importance, with growth rates forecast competitive European manufacturers at 3.7% over the next three years, need to ensure they are present in twice the industry average. these regions. PET is experiencing significant growth in volume in the consumer markets. PET’s functional and light weight Environmental factors characteristics should ensure steady influencing packaging growth (see Figure 3). It is also increasingly replacing segments materials that have traditionally been dominated by other materials for example glass beer bottles. Certain European consumer companies are moving towards sustainable packaging, with the bioplastics segment in particular experiencing increased demand. Cleaning products brand Ecover recently announced that all of its packaging will be made from plant based plastic made from sugarcane. Figure 2: Polymer price € per Figure 3: Share of total beverage tonne packing (%) 40 2000 1800 35 1600 1400 30 1200 25 1000 800 20 600 15 400 200 10 0 5 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 0 PET Glass Metal Others PET HPDE Blow moulding standard 2004 2009 2014 HPDE Injection moulding grade Source: Mergers Alliance Source: Euro monitor, BPI 3
  • 4. European Plastic Packaging M&A update Valuations reflect Current valuations companies in our index, which have robust earnings and dividend policies. consistent earnings The past decade has seen plastic The global recession put downward performance packaging valuations slightly exceed or pressure on valuations, however our track wider industrial market indices, a research has shown a marginal recovery reflection of the defensive nature of the over the last 12 months. Figure 4: Plastic packaging composite valuation index 100.00% 80.00% 60.00% 40.00% 20.00% 0.00% -20.00% -40.00% -60.00% -80.00% -100.00% 2 02 03 3 3 05 05 5 6 06 07 07 7 8 08 09 09 9 0 10 11 11 1 04 4 01 00 00 00 00 00 00 00 00 01 00 20 20 20 20 20 20 20 20 20 20 20 20 20 20 -2 -2 -2 -2 -2 -2 -2 -2 -2 -2 -2 n- n- g- n- n- n- g- n- n- g- n- n- g- g- ov ar ay ct ct ar ct ar ov ar ar Ja Ju Au Ja Ja Ju Au Ja Ju Au Ja Ju Au Au O O O M M M M M N M N Mergers Alliance Index MSCI World Industrial Index Mergers Alliance Index: Amcor, Rexam, DS Smith, Huhtamaki Oyj, MacFarlane Group, British Polythene Industries, Resilux NV, RPC Group, La Seda de Barcelona Source: Capital IQ Europe alert to international PET recovers These quasi protectionist measures were effective in bringing down PET competition PET imports into Europe from Asia imports to around 0.5 million tonnes in 2011 with prices regaining much increased dramatically in 2009 to of the lost ground. reach 0.9 million tonnes, a historical high. Asian companies were able to escalate their exports at highly European PET imports (k tonnes) competitive prices due to their higher production efficiency and the lower 1000 costs of local raw materials. 800 Imports 600 This, along with slowing demand 400 in Europe, meant that PET prices 200 plunged – 33% below the current 0 price level. The EU initiated anti- 2008 2009 2010 2011 dumping laws to counteract the low Imports import prices and protect European companies. Source: PCI, BPI and Bloomberg. 4
  • 5. European Plastic Packaging M&A update Figure 5: Top 15 global plastic packaging companies EBITDA EBITDA, Countries of 3 Yr Margin 3 Yr CAGR Operation Market Cap Revenue LTM EBITDA Revenue % % [LTM] Name HQ Country (Primary) (€) Million (€) Million (€) Million CAGR EV/EBITDA [LTM] (%) Rigid Flexible Comments Amcor Ltd. Australia Global (Australia, 6,916 9,932 990 6.1% 7.2x 10.0% 2.4% Dominate European flexible market. (ASX:AMC) the United States, and Singapore) Rexam plc United Global (US, 4,050 5,567 838 3.4% 7.2x 15.1% 4.2% Recently announced the sale of its (LSE:REX) Kingdom Brazil, Europe) plastic lid-making division to Berry Plastics for €267m. Bemis Company, Inc. United Global 2,530 4,096 494 5.5% 7.4x 12.1% 2.5% Acquired Finnish based Huhtamaki Oyj's (NYSE:BMS) States (sub-companies South American operations in 2009. in 13 countries) Berry Plastics United Global (US, Private 3,494 493 5.6% na 14.1% 12.4% Recently acquired Linpac Packaging Corporation States Brazil, Germany) Filmco from Linpac for €15m. Sonoco Products Co. United Global 2,409 3,444 423 6.8% 8.1x 12.3% 4.8% Has been acquiring across the supply (NYSE:SON) States (US, UK, China) chain in North America with deal value totalling €508m. DS Smith plc United Europe (UK, 1,255 3,218 270 7.4% 4.9x 8.4% 9.6% Planning integration of SCA. May divest (LSE:SMDS) Kingdom France, Belgium) plastic operations. Alpla-Werke Alwin Austria Global Private 2,900 na 16.1% na na na Has not engaged in M&A of late, has Lehner GmbH est focused instead on greenfield & Co. KG investments. Silgan Holdings Inc. United Americas, 2,173 2,593 353 8.9% 8.1x 13.6% 6.0% European acquisitions have been (NasdaqGS:SLGN) States Europe, Asia confined to metal packaging companies of late. Graham Packaging United US, Europe, Private 2,127 394 8.3% na 18.5% 5.6% In 2010 it acquired China Roots Packaging, Holdings Company States China its first manufacturing facility in China. Huhtamaki Oyj Finland Global (Europe, 973 2,064 203 2.5% 6.7x 9.9% -1.0% Sold its European rigid plastic consumer (HLSE:HUH1V) US, Australasia) goods operations to Sun Capital for €52m. Constantia Austria Global (Europe, 1,838 1,838 297 3.9% na 16.1% 4.3% Recently acquired Asas in Turkey and Packaging AG US, China) Alcan's food packaging operations in Spain. AptarGroup, Inc. United US, France 2,642 1,780 322 8.6% 8.5x 18.1% 6.0% Acquired India based plastic packaging (NYSE:ATR) States company T.K.H. Plastics for €14m. FP Corp. Japan Global 880 1,285 194 6.8% 6.3x 15.1% 6.3% Has been active in acquiring packaging (OSE:7947) companies in Japan and China. Linpac Group United Global Private 1,231 108 -0.4% na 8.7% 5.2% Has been divesting its non-core operations Limited Kingdom to both trade and financial buyers of late. RPC Group plc United Europe 1200 1,105 122 9.4% 8.3x 11.1% 23.6% After its acquisition of Superfos Industries (LSE:RPC) Kingdom it is known to be seeking further acquisitions in Europe. Companies with disclosed revenue only Source: Mergers Alliance, Capital IQ 5
  • 6. European Plastic Packaging M&A update AMCOR dominates Trade buyer activity years they have made three acquisitions: Superfos Industries; DM Plast; and MOB SAS. flexible markets Over 100 transactions were completed in the past 18 months. Deal volume for The acquisition of Denmark based 2011 equalled the deal volume for 2010 Superfos for €240m gives RPC access and surpassed the lows of the to a variety of markets including Eastern recession. Europe and Scandinavia. RPC is known to be seeking further acquisitions to The common theme over the past two expand its pan-European operations. years has been for the medium to large sized companies to buy up smaller players The most high profile distressed sales to achieve their growth initiatives. occurred in 2009, including Canal Corporation (formerly Chesapeake The ‘serial acquirers’ in Europe have often Corp) and Budelpack, and failure still been the bigger companies, such as RPC occasionally occurs in the small to mid and Constantia Packaging (PE owned), sized market. LIR Packaging, which seeking to strengthen their position in the produces cosmetic product packaging production and technology chain, grow and Sedis, the French confectionery market share, ‘follow’ their clients and pastry packager have both recently geographically and react to the ‘bulking’ announced insolvency proceedings. trends of the larger global players (see This creates opportunities for ‘value’ Figure 6). and turnaround acquirers. M&A activity demonstrates two key themes; Analysis of plastic packaging industry the consolidation taking place within deals over the last decade shows that Europe; and the opportunities arising from the majority (58%) of acquisitions are distressed situations as a result of the made of direct competitors. Of the other pressures of operating in these markets. targets: 13% are distributors; 13% printing companies; 8% competitors in The largest deal of the past four years Majority of different sectors (majority being paper involving a European target was packaging); and 8% are of other completed by an Australian buyer. acquisitions are of companies (e.g. recycling plants). This Amcor, the world's largest manufacturer shows clear consolidation strategies direct competitors of plastic bottles, purchased Alcan’s and that moves into more peripheral flexible packaging business in 2010 for sectors are less common. €1.5bn giving Amcor c. 25% market share and further consolidating flexible packaging in Europe. Highly acquisitive, Amcor has also bought smaller mid-market companies such as Italian based B-Pack Due (€45m). European flexible companies have reacted to Amcor’s increasing dominance by making acquisitions of their own, with Constantia being one “Superfos was a significant of the more prominent buyers. They acquisition for RPC and was acquired Asas in Turkey (sales of €63m) and Alcan’s food packaging operations consistent with our current in Logrono and Burgos, Spain. strategy of growing the business In rigid plastic packaging RPC Group organically and through acquisition” has also employed M&A to meet their Jamie Pike, Chairman at RPC growth ambitions. During the past four 6
  • 7. European Plastic Packaging M&A update Figure 6: Selected European plastic packaging deals Deal Value Date Target Description Plastic Type (Target) Buyer (€’m) Jan-12 Geka (Ger) Cosmetics packaging Rigid 3i (UK) ND Plastics and paper Jan-12 SCA Packaging (BE) Flexible and Rigid DS Smith (UK) 1,650 consumer goods packaging Plastic returnable One Equity Partners Jan-12 Linpac Allibert (UK) Rigid ND transit packaging LLC (USA) Johnsen & Jorgensen Plastic and glass Pont Packaging Oct-11 Flexible and Rigid ND Group (UK) packaging (NL) Industrial packaging Aug-11 Pack2Pack (BE) Rigid Greif Inc (USA) ND manufacturer Plastic packaging Coral Products Aug-11 Interpack (UK) Rigid 5 distributor plc (UK) Plastic products Constantia packaging Aug-11 ASAS (Tur) Flexible ND manufacture AG (Aut) Pharmaceutical primary Phillips Plastics Jul-11 Medisize Corporation (Fin) Flexible and Rigid 100 packaging Corporation (USA) Rexam Plc, Beverage Beverage plastic Berry Plastics Jul-11 and Speciality Closures Rigid 251 packaging Corporation (USA) Business (UK) Life sciences plastic Thermo Fisher May-11 Sterilin (UK) Flexible and Rigid ND packaging Scientific, Inc (USA) Pannunion Packaging Production of plastic Sun Capital May-11 Rigid 36 Ltd (Hun) packaging materials Partners (USA) Flexible plastic packaging Apr-11 Atlantis-Pak Co Ltd (Rus) Flexible Agrokom Group (Rus) 73 for meat products Britton Group Flexible packaging group, Sun European Apr-11 Flexible 101 (UK) plastic and other materials Partners, LLP (UK) Dec-10 CFS B.V. (NL) Packaging equipment Flexible and Rigid GEA Group AG (Ger) 435 Superfos Industries Injection moulded rigid Dec-10 Rigid RPC Group plc (UK) 240 (Den) packaging Nampak Cartons (now HDPE packaging for food Platinum Equity Dec-10 Rigid 77 Contego Packaging) (UK) and drink (USA) Bilcare Research Aug-10 Pharmaceutical packaging Flexible and Rigid Bilcare GmbH (Ger) 100 (Ger) Cosmetics and personal Sun European Jul-10 Albéa (Fra) Flexible and Rigid 110 care packaging company Partners, LLP (UK) Packaging and Jan-10 CV Flexible Packaging (Ger) Flexible packaging Flexible ND Technology Ltd (UK) Silver Fleet Jan-10 Kalle (Ger) Plastic sausage casings Flexible 213 Capital (UK) Next Wave Ventures Nov-09 Petainer (Swe) Eco PET packaging Rigid 18 WHEB VENTURE (UK) Constantia Packaging Packaging holding One Equity Partners Oct-09 Flexible 1,104 AG (Aut) company LLC (USA) Majority of Alcan Plastic, aluminium Aug-09 Flexible and Rigid Amcor Ltd (Aus) 1,497 Packaging Businesses (Sui) and packaging Source: Capital IQ, Corpfin 7
  • 8. European Plastic Packaging M&A update RRP a key target for multinationals ‘Retail Ready Packaging’ Retail Ready Packaging (RRP) or shelf-ready packaging is designed to RRP penetration by country be easily placed on the shelf without the need for unpacking or repacking and is typically made up of rigid plastic, fibreboard or corrugated board. RRP is recognised as delivering higher efficiency in the supply chain and this segment is expected to grow significantly across continental Europe with a tonnage CAGR of 6%. While the UK and German markets already have high penetration rates, Red: High penetration of RRP most of continental Europe is still a Green: Medium penetration of RRP relatively immature market and is Blue: Developing RRP where most of the growth will take place. Source: igd.com Plastic packaging a Private equity There are two models in evidence in the mid-market: target sector for some investment PE employ buy and build strategies private equity houses Since 2009 a fifth of all European (building up established companies through smaller bolt-on’s) to create plastic packaging deals have had value for their ‘mature’ companies. private equity participation. A large proportion of higher value deals have Sun Capital for example has assembled been completed by financial investors. a large portfolio of European plastic packaging businesses having made Global private equity investment in seven mid-market acquisitions in Private equity firms Europe has been broad and has had an Europe since 2007. Their portfolio now impact in consolidating both the rigid have backed buy & and flexible market. The most active includes Kobusch-Sengewald GmbH, Unterland, Britton Flexibles, Betts build strategies firms include One Equity Partners, AB Global, Albéa and Acorn SAS. Traction, Sun Capital and Platinum Equity. Deal values have ranged from By combining existing affiliated portfolio €10m to over €1bn. companies Sun Capital has created a pan-European flexible packaging Although their focus has been primarily specialist, Britton Group, and a pan- on consumer goods (FMCG) there has European rigid packaging specialist, been rising involvement in industrial and PACCOR. Annual turnover of the commercial end markets. combined businesses will be approximately €680m. 8
  • 9. European Plastic Packaging M&A update PE firms are also focusing on niche Financial buyers have also been keenly plastic packaging companies. focused on the plastic packaging Private equity machinery segment with a notable Good examples of this included the interest in the Italian market. Activity targeting machinery Next Wave Ventures and WHEB included PE house IGI SGR acquiring segment Ventures acquisition of Swedish eco Italian based plastic film machinery friendly PET specialists Petainer for specialists Gruppo Fabbri for €40m in €18m and Silver Fleet Capital’s 2011. Meanwhile the Chinese-European acquisition of Germany based Kalle, PE fund Mandarin Capital Partners an innovator and producer of flexible acquired a minority stake in one of the plastic sausage casings (€213m). The leading global manufacturers of growth strategy for both these private machines for plastic packaging, equity funds is to invest in companies Industria Macchine Automatiche, that offer innovative and value adding for €30m. solutions. Prospects for M&A As well as the traditional markets we expect a new wave of acquisitions Adaptability driving and the industry in Eastern Europe where flexible packaging is experiencing an growth in plastic The whole plastics packaging industry average 6.2% sales growth. packaging is closely linked to economic growth The increasing demand for recycled and consumer confidence. and biodegradable products as well a focus on the afterlife of a package As much of Europe is still being affected by should also encourage vertical sovereign debt issues it is inevitable that the integration by firms looking to industry’s growth prospects in the near term expand their product portfolio. will be affected. Nevertheless, the fact that the sector exhibits a low level of demand volatility should ensure steady growth in the medium term. Looking ahead, the high growth in demand for both rigid and flexible plastic packaging – as FMCG companies look for the more versatile options to glass and metal – will encourage acquisitions as businesses seek to meet customer’s demands. In the flexible market, Amcor/Alcan’s industry dominance will continue to drive consolidation as companies “Plastic packaging in Europe acquire to compete. is still a fragmented market. We are constantly evaluating opportunities in new markets and new product lines” Michael H. Kalb, Senior Managing Director, Sun European Partners 9
  • 10. European Plastic Packaging M&A update The ten largest transactions comprised Almost half of all transactions were c.73% of the total value over the past cross-border in 2011. The steady rise in four years. If you exclude these larger cross-border activity since 2009 is likely deals, average deal size has been to continue as companies look to build below the €50m marker indicating that scale, lower transport costs, increase the mid-market has experienced the market share and expand their most activity. Due to the still fragmented geographical footprint. nature of the market we expect this Specifically, we expect European trend to continue. players to buy other European We expect that some of the larger deals companies as they seek to consolidate in the future will be in the form of the big the market and cover any ‘blind spots’ diversified players divesting either part while US players will look to take or all of their plastic packaging advantage of the challenging macro operations. This is likely to include conditions in Europe, surveying Rexam’s personal care plastic companies with high potential. packaging business and DS Smith’s entire plastic division. Contacts Specialist advice on call… For information on sector trends, valuations and corporate finance advice in plastic packaging Leonardo Antunes Bart Jonkman Managing Director, Brazil Managing Partner, Netherlands Telephone: +5521 3873 8000 Telephone: +31 73 623 8774 Email: lantunes@brocap.com Email: bart.jonkman@bluemind.nl Jean-Pierre Brice Piotr Olejniczak Partner, France Director, Poland Telephone: +33 148 246 300 Telephone: +48 22 236 9200 Email: jp.brice@capital-partner.com Email: piotr.olejniczak@ipopema.pl Markus Kluge David Wolfe Director, Germany Senior Partner, Russia Telephone: +49 69 97 4030 78 Telephone: +7 495 937 5855 Email: m.kluge@chrcf.com Email: david.wolfe@northstar-cf.ru Ankur Gupta Igor Gorostiaga Manager, India Partner, Spain Telephone: +91 11 4617 0860 Telephone: +34 944 352 311 Email: ankur@singhi.com Email: igorostiaga@Norgestion.com Piero Manaresi Richard Sanders Partner, Italy Partner, United Kingdom Telephone: +39 051 59 47 309 Telephone: +44 121 654 5000 Email: piero.manaresi@ethicacf.com Email: richardsanders@catalystcf.co.uk Owen Hultman Doug Usifer Executive Vice President, Japan Managing Director, USA Telephone: +81 3 6895 5521 Telephone: +1 (802) 658 7733 Email: owen.hultman@ibs-sec.com Email: dusifer@headwatersmb.com 10
  • 11. European Plastic Packaging M&A update Country focus M&A Benelux: Spain: European cross-border transactions have been Despite a highly fragmented market in Spain, M&A commonplace of late, and includes notable transatlantic activity has been moderate and outbound deals few interest in the Benelux region. US-Benelux deals included and far between. Distressed macro-conditions and Greif, Inc acquiring industrial packaging specialists credit restrictions have contributed to this. There are Ligtermoet and Alpha Plastics acquiring PET specialists however opportunities to consolidate the market for SmartPET. those with strong balance sheets. France: INBOUND INBOUND INBOUND INBOUND M&A activity has evolved around companies looking to INBOUND INBOUND 56% 60% INBOUND INBOUND INBOUND 63% INBOUND 56% INBOUND INBOUND INBOUND INBOUND 56% 77% 64% 60% INBOUND INBOUND 75% INBOUND INBO 60% 64% 63% M&A M&A 77% 64% 63% 75 M&A M&A 77% increase their product offering or increase their market 75% Activity Activity M&A M&A M&A M&A M&A M&A Activity M&A M&A Activity Activity Activity Activity M&A M&A M&A M& Activity M&A M&A Activity Activity Activity Activity share. Regardless of their intentions, companies have Activity Activity Activity 44% Activity 40% 23% 36% Activity 37% Acti 44% 40% OUTBOUND 44% 40% 25% been reluctant to overpay for fixed assets. 23% OUTBOUND OUTBOUND 36% 37% 25% OUTBOUND OUTBOUND OUTBOUND OUTBOUND OUTBOUND 23% OUTBOUND OUTBOUND 36% OUTBOUND OUTBOUND 37% OUTBOUND 25 OUTBOUND OUTBOUND OUTBOUND OUTBOUND OUTBO INBOUND INBOUND INBOUND INBOUND 56% 60% INBOUND 63% INBOUND Germany/Austria/Switzerland: 77% 64% 75% M&A M&A Activity M&A M&A M&A M&A Activity Private equity investment has been broad over the past INBOUND Activity Activity Activity Activity 56% 44% INBOUND 40% INBOUND 36% INBOUND 37% INBOUND 18 months. Deals include cosmetics packaging firm 60% OUTBOUND INBOUND 23% 63% 64% OUTBOUND 25% M&A M&A 77% 75% OUTBOUND OUTBOUND OUTBOUND OUTBOUND Geka acquired by 3i and Bayern LB’s PE division’s Activity Activity M&A M&A Activity M&A Activity M&A Activity Activity acquisition of a majority stake in Rebhan for an 44% OUTBOUND 40% OUTBOUND 23% 36% 37% 25% OUTBOUND OUTBOUND OUTBOUND OUTBOUND undisclosed amount. INBOUND INBOUND INBOUND INBOUND Italy: INBOUND INBOUND 56% 60% INBOUND INBOUND 63% INBOUND 56% 60% INBOUND INBOUND 77% 64% INBOUND 75% M&A 77% 64% M&A 63% 75% In one of the more notable trade deals of 2011 high density Activity M&A M&A Activity Activity M&A M&A M&A M&A Activity M&A Activity M&A Activity M&A Activity M&A Activity Activity Activity polyethylene specialists Fustiplast was acquired by Dutch 44% 44% Activity 40% 23% Activity 36% 37% 25% OUTBOUND 40% OUTBOUND 23% 36% OUTBOUND 37% OUTBOUND 25% OUTBOUND OUTBOUND industrial packaging company Greif International Holding BV. OUTBOUND OUTBOUND OUTBOUND OUTBOUND OUTBOUND OUTBOUND Fustiplast generated revenues of €472m in 2010. Poland: United Kingdom: Although transactions have stalled recently we expect Over a third of all privately owned plastic the high growth domestic plastic packaging market to packaging companies in the UK are owned encourage an upswing in M&A activity over the next by owners/managers approaching retirement. 18 months. We expect them to drive M&A activity. Plastic packaging companies by country (%) 12% France 30% Germany 10% Italy Netherlands Spain 8% UK 4% Poland 4% Rest of Europe 18% 14% Source: Capital IQ Report edited by Andre Johnston, with special thanks to Stefan Cooksammy 11
  • 12. International corporate finance Mergers Alliance is a group of award winning corporate finance specialists who provide high quality advice to organisations who require international reach for their M&A strategies. Over 250 transaction professionals based across Dedicated industry sector teams, with proven every key economic location around the world track records and experience 42 office locations, covering the Americas, Europe, Your local senior corporate finance advisor will Middle East, Africa, Asia and Australasia always be your point of contact, connecting you to our partnership Global coverage Australia Finland Poland Austria France Russia Belgium Germany Singapore Brazil India South Africa Bulgaria Italy Spain Canada Japan Sweden China Luxembourg Switzerland Colombia Mexico Turkey Czech Republic Netherlands UK Denmark Norway USA Stas Michael Andre Johnston Contact Us... Business Manager Research Manager Direct Line: +44 (0) 20 7881 2990 Direct Line: +44 (0) 20 7881 2967 E: stasmichael@mergers-alliance.com E: andrejohnston@mergers-alliance.com www.mergers-alliance.com