Novolex to acquire Pactiv Evergreen for $18.00 per share in cash

Novolex and Pactiv Evergreen (PTVE) have entered into a definitive agreement to combine, creating a leading manufacturer in food, beverage and specialty packaging products. The combination brings together two highly complementary businesses that will offer a broad product platform, establishing one of the most diverse substrate offerings in the packaging industry. The asset base will include an extensive manufacturing footprint and an expansive distribution network, enhancing the combined company’s ability to serve customers ranging from large, blue-chip brands to small businesses that serve millions of consumers every day. Under the terms of the agreement, Novolex will acquire Pactiv Evergreen for $18.00 per share in an all-cash transaction valued at $6.7 billion, inclusive of Pactiv Evergreen’s net debt as of September 30, 2024. The transaction consideration represents a 49% premium to the two-month unaffected volume weighted average trading price as of December 2, 2024, the last trading day prior to media reports regarding a potential transaction. Upon the completion of the transaction, Pactiv Evergreen will become a privately held company, and its common stock will no longer be listed on Nasdaq. The combined company will be led by Novolex Chairman and CEO Stan Bikulege. This transaction is supported by funds managed by affiliates of Apollo (APO), the majority shareholder of Novolex since 2022, and Canada Pension Plan Investment Board, which will contribute approximately $1 billion and will become a significant minority shareholder in the post-merger company. The transaction has been approved by the Pactiv Evergreen Board of Directors and is subject to receipt of regulatory approvals and other customary closing conditions. The transaction has also been approved by Packaging Finance Limited, in its capacity as the majority shareholder of Pactiv Evergreen, and no other shareholder approval is required. The transaction is not subject to a financing condition and is expected to close in mid-2025.