The sale facilitates Orora's transition into a focused beverage packing business
Baker McKenzie has advised Orora Limited as it inks a binding agreement to divest its Orora Packaging Solutions (OPS) business.
The sale has an enterprise value of $1.775bn on a cash and debt-free basis, as per an ASX announcement released last week. The company at the other end of the deal is Clayton, Dubilier & Rice, LLC-owned Veritiv Corporation.
The transaction is anticipated to generate net cash proceeds of about $1.687bn after adjusting for tax, transaction and purchase price changes. Veritiv’s offer “fully values OPS and implies approximately 9.9x FY24A cash EBITDA3, a premium to Orora’s trading multiple and relevant comparable transactions”, according to the announcement.
The deal is set to complete later this year pursuant to the meeting of certain conditions including securing needed regulatory approvals from the appropriate government antitrust authorities. Under the agreement, there are termination triggers that would enable Orora to collect a termination fee, including a US$62.5m payout from Veritiv if Veritiv does not complete the sale after conditions are met.
Orora is set to continue offering specific transaction services for a period after the sale is completed, given that OPS operates largely as a standalone business with head office overseeing the business independently.
“Veritiv’s interest in acquiring OPS provided us with an opportunity to realise an attractive valuation for shareholders and accelerate our strategy of becoming a specialty value-added beverage packaging player”, Orora managing director and CEO Brian Lowe said. “The sale is the culmination of a robust process and months of disciplined focus from our team to deliver a compelling outcome for Orora’s shareholders…Veritiv’s offer is an exciting opportunity for the OPS team to join an industry leader in the North American packaging distribution market, with differentiated capabilities”.
The sale will facilitate Orora’s transition to “focused” beverage packing business and strengthen the company’s balance sheet so that it has flexibility to go after “accretive” organic opportunities for growth, such as more cans expansion projects.
The Baker McKenzie team that assisted Orora was spearheaded by Rick Troiano, David Malliband and Erika P. López. UBS Securities Australia Limited and Jarden Australia Pty Ltd served as the financial advisers to the company.
Recently, the firm confirmed its role in Blackstone’s acquisition of AirTrunk in a massive $24bn deal.
