July 2019

Ardagh Group & Exal Corp. join to form Trivium Packaging

Ardagh Group announced on July 15 that it has entered into an agreement to combine its Food & Specialty Metal Packaging business with the business of Exal Corp., producer of aluminum containers, to form Trivium Packaging.

The combination of Food & Specialty with Exal, currently controlled by Ontario Teachers’ Pension Plan Board, will create one of the largest metal packaging companies in the world. Trivium will be headquartered in the Netherlands and will operate 57 production facilities, principally across Europe and the Americas, employing approximately 7,800 people. Pro forma revenues and Adjusted EBITDA in the twelve months ended March 31, 2019 were $2.7 billion and $469 million respectively. In addition, Trivium expects to derive net combination benefits of approximately $40 million over the next few years, from the pursuit of commercial and operational excellence opportunities.

Trivium will serve a diverse range of leading multinational, regional and local customers operating in a wide array of end markets, including food, seafood, pet food, nutrition, beauty and personal care, household care and premium beverages.

This complementary transaction will combine Food & Specialty’s leading presence in Europe and North America, principally focused on tin-plate steel packaging, with Exal’s leadership in Americas aluminum aerosol packaging. Trivium will produce an extensive and sustainable product range, backed by dedicated research and development resources, underpinning the businesses’ reputation for customer service, quality and innovation.

Paul Coulson, Chairman and CEO of Ardagh, will be Chairman of Trivium. Michael Mapes, CEO of Exal, will be CEO and will lead a highly experienced team drawn from across both businesses. Upon completion of the transaction, Ardagh will hold a 43% stake in Trivium, with 57% controlled by Ontario Teachers’. Ardagh will also receive approximately $2.5 billion in cash proceeds.

Completion of the transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals and confirmation of the participation of certain Ardagh European entities in the transaction, which remains subject to works councils’ consultation. The transaction is expected to close in the fourth quarter of 2019.

Paul Coulson, Chairman and CEO of Ardagh and Chairman of Trivium said;

“Ardagh is delighted to partner with Ontario Teachers’ as shareholders in Trivium, a combination of two highly complementary and well-invested businesses. Trivium has the products, customers, innovation capabilities and leadership team to deliver continued growth and success, as brand owners and consumers increasingly seek sustainable packaging solutions.”

Jane Rowe, Executive Managing Director, Equities, Ontario Teachers’ commented;

“In forming Trivium we are bringing together two leading businesses to create a global packaging company that is well-positioned to capitalize on current market trends. We are pleased to establish a partnership with Ardagh and believe our alignment on long-term value creation will be a critical driver for future success of the enterprise.”

Michael Mapes, CEO of Trivium said;

“I am honored to lead Trivium, which combines two great organizations with a history of customer service and innovation derived from exceptional people and long-term customer relationships. Trivium establishes a focused global leader at a time when metal packaging is poised to provide a compelling solution to help address the sustainability concerns facing consumers, brand owners, and governments. I’m very excited about Trivium’s prospects for future success.”