NORDENIA INTERNATIONAL AG Announces Issuance of €280 Million Corporate Bond
Successful Debut on the Bond Market
Greven, Germany, Jul 9, 2010. NORDENIA INTERNATIONAL AG (the "Company"), one of the leading global manufacturers of flexible packaging, technical films and hygiene components, announced today that its parent company, NORDENIA HOLDINGS GmbH (the "Issuer"), had completed an offering of €280 million aggregate principal amount of 9.75% senior second priority notes due 2017. The notes were issued at a price equal to 98.7567% of their face value and will mature on July 15, 2017. The net proceeds from the offering will be used to repay substantially all of the Company's outstanding indebtedness, fund an equity distribution to shareholders of the Issuer and the Company and pay fees and expenses in connection with the offering. In connection with the closing of the offering, the Company also entered into a new revolving credit facility with WGZ Bank, Duesseldorf/Germany, which provides for borrowings of up to €100 million.Deutsche Bank and Barclays Capital served as joint bookrunners for the offering.
The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended.
About NORDENIA INTERNATIONAL AG
NORDENIA INTERNATIONAL AG is an international manufacturer of flexible packaging, technical films, and product components with operations in Europe, the United States and Asia. NORDENIA INTERNATIONAL AG has 15 subsidiaries located in eight countries. The management headquarters are located in Greven in the state of North Rhine-Westphalia in Germany. The entire Group’s strategic processes and product development are concentrated in NORDENIA TECHNOLOGIES GmbH. Approximately 3,000 employees work for the films company. The company’s common principles (shared values) are the basis for their actions. By adopting the seven shared values, Flexibility, Global, Independence, Innovation, Partnership, Passion for Excellence, and Quality, NORDENIA has incorporated a company culture that promotes global partnerships.
The funds managed by Oaktree Capital Management LLC have been the main shareholders in the NORDENIA Group since 2006. Since 2006, NORDENIA has been able to increase the EBITDA by 17.0% to €79.8 million in 2009. In this period, the net debt was reduced by 42.1% to €150 million. The 2009 financial year was one of the most successful in the company's 44-year history. A turnover of €663.7 million was generated. Even in the first quarter of 2010, the EBITDA and turnover have grown on a double-digit basis in comparison to the same period of the previous year. Accompanied by consistent process optimization and a cost saving program, the NORDENIA Group has sold six subsidiaries in the past five years in the Netherlands, France, Germany (2), Canada and Morocco, and continued with an expansion strategy in Asia. With these measures, NORDENIA INTERNATIONAL AG was able to improve its results and its value at an above-average rate. NORDENIA INTERNATIONAL AG last distributed a dividend to its shareholders in 2004. With the "Value Creation through Innovation and Quality" strategy, combined with a solid financial structure, the bond is an attractive financial asset for NORDENIA.
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Forward Looking Statements
Some statements in this announcement are forward-looking. They represent expectations for the Company's business, and involve risks and uncertainties. These forward-looking statements are based on current expectations and projections about future events. The Company believes that current expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the Company's control, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.
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This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country. The securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an applicable exemption from registration requirements. No public offering of securities will be made in the United States. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.
Members of the public are not eligible to take part in the note issue. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors (as defined in Article 2(1) (e) of EU directive 2003/71/EC (the "Prospectus Directive"); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated (all such persons in (a) and (b) together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement does not itself constitute an offer for sale or subscription of the notes No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
Photos
The Executive Board trio at NORDENIA INTERNATIONAL AG: Ralph Landwehr (Chairman of the Executive Board, middle), Andreas Picolin (Vice Chairman, right), and Andreas Busacker (CFO).
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[1587 x 1331 px, 287 KB]
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Corporate Communication Manager
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