Investopedia: Silgan Sees A Good Deal Crumple

Investors had many good reasons to be enthusiastic about Silgan's (Nasdaq:SLGN) announced merger with Graham Packaging (NYSE:GRM). Not only was the company in place to benefit from significant operating synergies and tax benefits, Graham would have given the company an invaluable plastics packaging business - an increasingly important consideration in a world that seems to be moving away from Silgan's traditional metal packaging. 


Unfortunately, Silgan was not the only company to see value in Graham's assets. New Zealand-based Reynolds Group Holdings came in near the eleventh hour and made a counter-offer that Graham's board could not refuse.

The New Deal
Graham informed Silgan and the market that another bidder had emerged and offered $25 in cash for each share of Graham Packaging. That was a significant improvement over the deal Silgan offered - a deal that had been worth about $19.56 at the time of the agreement, but one that incorporated a significant Silgan equity component (meaning that the actual deal value changed every day with Silgan's share price). On a fair like-for-like basis and considering Silgan's share price, Reynolds' offer was ultimately about 14% better and had the added benefit of being an all-cash deal. 



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Investopedia: Silgan Packs Away Another Deal

Investors likely don't give much of a thought to packaging companies, unless it is to consider the ramifications of scare-stories like the presence of bisphenol A (BPA) in food cans. After all, this is just a commodity business with low growth potential, right?

Well, maybe not. It's absolutely true that packaging is not exciting from a growth perspective, but there is a lot to be said for an industry with customer-supplier relationships measured in decades of years, consistent margins and cash flow and consolidation potential. With that in mind, the deal between Silgan (Nasdaq:SLGN) and Graham Packaging (NYSE:GRM) becomes a little more interesting.

Terms of the Deal 

Silgan has long been an active acquirer, doing over 25 deals in the last 25 years, but Wednesday's deal for Graham is a whopper by past standards. Silgan is acquiring this plastic packaging specialist in a deal worth $4.1 billion based upon the pre-deal values of the respective stocks.

Silgan is paying considerations valued at $19.56 per share (again, based on Tuesday's closing prices), a 17% premium to Graham's prior close. Silgan is offering shareholders a mix of compensation - $4.75 in straight-up cash and 0.402 shares of Silgan stock. Because of that sizable chunk of stock, the real value of the deal is going to move around prior to the close of the deal. (For more, see Mergers And Acquisitions: Understanding Takeovers.)

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