LUXEMBOURG, Sept. 1, 2021 /PRNewswire/ -- Ardagh Group
S.A. ("AGSA") (NYSE: ARD) today announced its intention to launch
an exchange offer early next week to acquire all of its outstanding
Class A Common Shares (the "AGSA Shares") in exchange for a portion
of the shares of Ardagh Metal Packaging S.A. (NYSE: AMBP) ("AMPSA
Shares") currently outstanding and held by AGSA. As
previously announced, the AMPSA Shares commenced trading on the New
York Stock Exchange on August 5,
2021, following the completion on August 4, 2021, of the transactions contemplated
by the Business Combination Agreement among AGSA, AMPSA and Gores
Holdings V, Inc., with AGSA retaining an 82% ownership interest in
AMPSA. In connection with the proposed exchange offer, AMPSA
publicly filed today a registration statement on Form F-4.
Following the expiration of the exchange offer, each AGSA Share
validly tendered and not withdrawn will be exchanged for 2.5 AMPSA
Shares.
Following the proposed exchange offer, AGSA intends to initiate
the process for delisting of the AGSA Shares from the New York
Stock Exchange and their deregistration under the Securities
Exchange Act of 1934, as amended, which is intended to eliminate
the inefficiencies resulting from both AGSA and AMPSA being
publicly traded companies and having separate public reporting
obligations.
Completion of the proposed exchange offer will be
subject to the satisfaction of customary conditions, as well as a
condition that at least two thirds of the AGSA Shares will be
validly tendered into the exchange offer and not withdrawn.
About Ardagh Group
Ardagh is a global supplier of
infinitely-recyclable metal and glass packaging for the world's
leading brands. Ardagh operates 57 metal and glass production
facilities in 12 countries, employing more than 16,000 people with
sales of approximately $7
billion.
About Ardagh Metal Packaging
Ardagh Metal Packaging
("AMP") is a leading global supplier of infinitely recyclable,
sustainable, metal beverage cans and ends to brand owners. A
subsidiary of Ardagh's sustainable packaging business, AMP is a
leading industry player across Europe and the Americas with innovative
production capabilities. AMP operates 23 production facilities in
nine countries, employing close to 5,000 employees and had sales of
approximately $3.5 billion in
2020.
IMPORTANT INFORMATION FOR INVESTORS
This press release
is for informational purposes only, is not a recommendation to buy
or sell any securities, and does not constitute an offer to buy or
the solicitation to sell any securities. The exchange offer
described in this press release have not yet commenced, and while
AGSA intends to commence the exchange offer on September 7, 2021 and complete the exchange
offer, there can be no assurances that AGSA will commence the
exchange offer on the terms described in this press release or at
all. The exchange offer will be made only pursuant to the offer to
exchange/prospectus contained in the registration statement on Form
F-4 filed with the SEC (the "F-4"), the letter of transmittal and
other related materials, including AGSA's exchange offer statement
on Schedule TO that AGSA expects to file with the SEC upon
commencement of the exchange offer. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE F-4, INCLUDING THE OFFER TO EXCHANGE/PROSPECTUS
CONTAINED THEREIN, LETTER OF TRANSMITTAL AND RELATED MATERIALS,
INCLUDING AGSA'S EXCHANGE OFFER STATEMENT ON SCHEDULE TO (AND ANY
AMENDMENT OR SUPPLEMENT THERETO) IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE EXCHANGE OFFER THAT
SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR AGSA SHARES. If and when the exchange offer is
commenced, shareholders will be able to obtain a free copy of the
exchange offer materials (including the offer to
exchange/prospectus, the letter of transmittal and other related
materials) that AGSA will be filing with the SEC at the SEC's
website at www.sec.gov. In addition, copies of these
documents may be obtained by contacting Georgeson, the information
agent for the exchange offer, toll-free at 866-628-6079 or
+1-781-575-2137.
A registration statement relating to AMPSA Shares has been filed
with the SEC but has not yet become effective. AMPSA
Shares may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the U.S. federal
securities laws with respect to the proposed exchange offer,
including the anticipated timing of the proposed exchange offer,
the services or products offered by AGSA or AMPSA and the
markets in which Ardagh or AMPSA operates, business
strategies, debt levels, industry environment, potential growth
opportunities, the effects of regulations and AGSA's, or AMPSA's
projected future results. These forward-looking statements
generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future,"
"forecast," "opportunity," "plan," "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and
similar expressions (including the negative versions of such words
or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
proposed exchange offer may not be completed in a timely manner or
at all, which may adversely affect the price of AGSA Shares or
AMPSA Shares; (ii) the failure to satisfy the conditions to the
consummation of the proposed exchange offer, including the
condition that a minimum of 60% of the outstanding AGSA Shares have
been validly tendered and not withdrawn for exchange; (iii) the
effect of the announcement or pendency of the proposed exchange
offer on AGSA's or AMPSA's business relationships, performance, and
business generally; (iv) the outcome of any legal proceedings that
may be instituted against AGSA or AMPSA related to the proposed
exchange offer; and (v) the price of AGSA Shares and AMPSA Shares,
including as a result of volatility resulting from changes in the
competitive and regulated industries in which AGSA and AMPSA
operate, variations in performance across competitors, changes in
laws and regulations affecting AGSA's AMPSA's business and changes
in the their respective capital structures. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that will
be described in the offer to exchange/prospectus, including those
under "Risk Factors" therein, and other documents filed by AGSA or
AMPSA from time to time with the SEC. These filings identify and
address (or will identify and address) other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and AGSA and AMPSA assume no obligation and, except as
required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither of AGSA or AMPSA gives any
assurance that either AGSA or AMPSA will achieve its
expectations.
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SOURCE Ardagh Group S.A.; Ardagh Metal Packaging S.A.
