PASADENA, Calif.--(BUSINESS WIRE)--Jan. 30, 2013--
Dennison Corporation (NYSE:AVY) today announced that it has signed a
definitive agreement to sell its Office and Consumer Products (OCP) and
Designed and Engineered Solutions (DES) businesses to CCL Industries
Inc. (TSX:CCL.A)(TSX:CCL.B), a global leader in specialty packaging
solutions, for $500 million in cash. The transaction is subject to
customary closing conditions, adjustments and regulatory approvals, and
is expected to be completed in mid-2013.
“This sale is consistent with our goal of maximizing the value of our
businesses for Avery Dennison’s shareholders, and focusing on our
industry-leading Pressure-sensitive Materials and Retail Branding and
Information Solutions businesses,” said Dean A. Scarborough, Avery
Dennison chairman, president and chief executive officer. “CCL is one of
our largest customers, and we have a long-standing relationship with
them. We are pleased that they will become the steward of the Avery™
brand for office products and augment their specialty converting
portfolio through this transaction.”
Avery Dennison intends to use the expected net sale proceeds of
approximately $400 million to repurchase shares and make an additional
Avery Dennison’s Office and Consumer Products business is one of the
world’s leading suppliers of printable media and other products, with
2012 sales of approximately $730 million and adjusted operating income
of approximately $86 million. OCP results are reported as discontinued
Avery Dennison Designed and Engineered Solutions manufactures custom
pressure-sensitive labels and coated films for durable goods,
electronics and specialty packaging. The business unit’s 2012 sales were
approximately $180 million, with adjusted operating income of
approximately $19 million. DES results are currently reported in Other
specialty converting businesses, but will be reclassified as
discontinued operations as of the first quarter.
Combined 2012 adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA) for OCP and DES was approximately $110 million.
J.P. Morgan Securities LLC advised Avery Dennison on the transaction.
Latham & Watkins served as Avery Dennison’s legal counsel.
Non-GAAP Financial Measures
Adjusted Operating Income for OCP and DES refers to operating income
before interest, taxes, restructuring charges, general overhead
allocations and transaction costs.
EBITDA for OCP and DES refers to adjusted operating income before
depreciation and amortization.
These non-GAAP financial measures are not in accordance with, nor are
they a substitute for, the comparable GAAP financial measures. Non-GAAP
financial measures exclude the impact of certain events, activities or
strategic decisions. The accounting effects of these events, activities
or decisions, which are included in the comparable GAAP financial
measures, may make it difficult to assess the transaction. By excluding
certain accounting effects, both positive and negative, from these GAAP
financial measures, we believe that we are providing meaningful
supplemental information to facilitate an understanding of the
transaction. While some of the items we exclude from GAAP financial
measures may recur, they tend to be disparate in amount, frequency, and
About Avery Dennison
Avery Dennison (NYSE:AVY) is a global leader in labeling and packaging
materials and solutions. The company’s applications and technologies are
an integral part of products used in every major market and industry.
With operations in more than 50 countries and 30,000 employees
worldwide, Avery Dennison serves customers with insights and innovations
that help make brands more inspiring and the world more intelligent.
Headquartered in Pasadena, California, the company reported sales from
continuing operations of $6 billion in 2012. Learn more at www.averydennison.com.
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995:
Certain statements contained in this press release are “forward-looking
statements” intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements and financial or other business targets
are subject to certain risks and uncertainties. Actual results and
trends may differ materially from historical or anticipated results
depending on a variety of factors, including but not limited to risks
and uncertainties relating to the following: (1) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreement; (2) the outcome of any legal
proceedings that may be instituted against the Company and others
following the announcement of the definitive agreement; (3) the
inability to complete a transaction due to the failure to satisfy
conditions to the transaction; and (4) risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of announcing the
For a discussion of the risk factors that could affect the Company’s
financial performance, see Part I, Item 1A. “Risk Factors” and Part II,
Item 7. “Management’s Discussion and Analysis of Results of Operations
and Financial Condition” in the Company’s most recent Form 10-K, filed
on February 28, 2011, and subsequent quarterly reports on Form 10-Q.
The forward-looking statements included in this press release are made
only as of the date of this press release, and the Company undertakes no
obligation to update the forward-looking statements to reflect
subsequent events or circumstances.
The financial information presented in this press release is preliminary
Source: Avery Dennison Corporation
(626) 304-2014 (o) and (626) 298-5902 (m)
Eric M. Leeds, (626) 304-2029