Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 33 168K
2: EX-1 Agreement & Plan of Merger & Reorganization 54 219K
3: EX-2 Press Release Issued by the Co. & Parent 2 10K
4: EX-3 Letter Agreement Dated 6/16/97 20 73K
5: EX-4 Memorandum of Agreement Dated 6/16/97 30 92K
6: EX-5 Option Agreement Dated as of 6/16/97 8 32K
7: EX-6 Incentive Option Agreement - Dated 6/16/97 11 35K
8: EX-7 Non-Competition Agreement - Dated 6/16/97 9 32K
9: EX-8 Qualification & Listing of Shares Agreement 6 21K
10: EX-9 Stockholder Letter Dated 6/23/97 1 8K
11: EX-10 Opinion of Crowell, Weedon & Co. 2 16K
EX-2 — Press Release Issued by the Co. & Parent
| EX-2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 2
[CCL INDUSTRIES INC. LETTERHEAD]
CCL INDUSTRIES INC. (TORONTO)
Stock Symbol: TSE & ME - CCQ
for release: June 17, 1997
CCL TO ACQUIRE SEDA SPECIALTY PACKAGING
FOR $255 MILLION
TORONTO, June 17, 1997--The Board of Directors of CCL Industries Inc. and
SEDA Specialty Packaging Corp. (NASDAQ; SSPC) announced today that they have
signed an agreement for the purchase of SEDA by CCL. Valued at $255 (Cdn.)
million, the transaction brings together two of North America's leading
producers of specialty packaging for personal care products. The acquisition
will be accomplished by a cash tender offer for SEDA shares at U.S. $29.00 per
share. It will be financed primarily with debt. Subject to regulatory
approval, the transaction is expected to be completed by the end of July,
1997.
This major acquisition is consistent with CCL's strategy to grow its
specialty packaging segment, expand its core businesses into higher growth and
new geographic markets, and add value to its products and services.
With 1997 sales expected to be approximately $100 million (Cdn.), SEDA is a
leading North American manufacturer of flexible plastic tubes, lined and
liner-less plastic caps and closures, tamper-evident closures, dispensing
closures, single and double-wall jars, bottles and related items. Its clients
include major producers and marketers of personal care products, cosmetics,
foods and beverages, pharmaceuticals, and household and industrial products.
SEDA has over 450 employees at manufacturing facilities in Los Angeles,
California and Plattsburgh, New York.
"The transaction leverages our capabilities for growth", said Wayne McLeod,
President and CEO of CCL. "Through our Container Manufacturing Division,
comprised of Advanced Monobloc and Victor Tube, we are already the North
American market leader in aluminum aerosol cans and aluminum tubes. The
addition of SEDA to this division provides substantial manufacturing
synergies, as well as a platform on which we intend to build a leading market
position in the plastic specialty packaging business. We will come out of this
acquisition with a company that has a full complement of strengths in
manufacturing, marketing and distribution in specialty plastic packaging."
Shawn Sedaghat, Chairman, President and CEO of SEDA will continue to lead
the SEDA Packaging business which will become a part of CCL's Container
Manufacturing Division.
"The scale of the combined businesses will provide us with entry into many
markets worldwide which were previously difficult to penetrate because of our
size and lack of international production facilities", Mr. Sedaghat said.
"Further, our proven manufacturing expertise should increase the profitability
of CCL's existing product lines. We anticipate that this combination will
provide a greatly enhanced ability to successfully accomplish key strategic
acquisitions."
With sales of over one billion dollars, CCL is a leading international
supplier of manufacturing services and specialty packaging products for the
non-durable consumer products market. Through its international network of 34
production facilities and with over 6,700 employees, CCL provides
comprehensive formulation and manufacturing services, labels, and aluminum
specialty containers, to marketers of well-known brand cosmetic, personal
care, pharmaceutical, household and specialty food products.
FOR FURTHER INFORMATION:
Mel Snider
Senior Vice-President, Finance and Administration
(416) 756-8508
Dates Referenced Herein and Documents Incorporated by Reference
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