Avery Dennison Corporation (NYSE:AVY) announced that it completed
its acquisition of Paxar Corporation today following the approval of
the transaction by Paxar's shareholders at its Annual Meeting on June
14, 2007.
"This acquisition will strengthen a dynamic and important part of
our business," said Dean Scarborough, president and chief executive
officer of Avery Dennison. "The combination with Paxar expands our
presence in the growing retail and brand identification market,
enabling us to provide better products and services to our customers
and allowing us to more quickly tap into new segments of the market --
including retailers serving local customers in emerging markets such
as China and India."
On March 22, 2007, Avery Dennison announced a definitive agreement
to acquire Paxar for $30.50 per share in a cash transaction valued at
approximately $1.34 billion.
With the acquisition of Paxar, Avery Dennison's Retail Information
Services (RIS) business is expected to represent about 24 percent of
Avery Dennison's revenues - up from 12 percent before the combination.
Paxar reported sales last year of $881 million. Avery Dennison said it
will provide additional information on the anticipated financial
benefits of the transaction, including expected sources and timing of
cost synergies, during its regularly scheduled quarterly earnings
release on July 24, 2007.
Rob van der Merwe, chairman, president and chief executive officer
of Paxar Corporation, announced that he will be leaving following the
close of the transaction. Terry L. Hemmelgarn, newly named group vice
president of Retail Information Services, will head the combined RIS
Group. Hemmelgarn's management team will consist of members of both
Paxar's and RIS' leadership groups.
The purchase of Paxar has been initially funded through the
commercial paper market, supported by a bridge facility arranged by
JPMorgan Chase Bank, N.A. The Company remains committed to retaining a
strong investment grade credit rating and to returning its financial
ratios to target levels. The Company will work with JPMorgan Chase
Bank, N.A., as arranger, and with the rating agencies to complete the
permanent financing in the coming months.
About Avery Dennison Corporation
Avery Dennison is a global leader in pressure-sensitive labeling
materials, office products and retail tag, ticketing and branding
systems. Based in Pasadena, Calif., Avery Dennison is a FORTUNE 500
Company with 2006 sales of $5.6 billion. Combined with Paxar, Avery
Dennison now employs more than 30,000 individuals in approximately 50
countries worldwide who develop, manufacture and market a wide range
of products for both consumer and industrial markets. Products offered
by Avery Dennison include: Fasson brand self-adhesive materials; Avery
Dennison and Paxar brand products for the retail and apparel
industries; Avery brand office products and graphics imaging media;
specialty tapes, peel-and-stick postage stamps, and labels for a wide
variety of automotive, industrial and durable goods applications.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:
Certain statements contained in this news release are
"forward-looking statements" intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform
Act of 1995. Such 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
expected results depending on a variety of factors, including but not
limited to fluctuations in cost and availability of raw materials;
ability of the Company to achieve and sustain targeted cost
reductions; foreign currency exchange rates; worldwide and local
economic conditions; impact of competitive products and pricing;
selling prices; impact of legal proceedings, including the Canadian
Department of Justice and the Australian Competition and Consumer
Commission investigations into industry competitive practices, and any
related proceedings or lawsuits pertaining to these investigations or
to the subject matter thereof or of the concluded investigations by
the U.S. Department of Justice ("DOJ") and the European Commission
(including purported class actions seeking treble damages for alleged
unlawful competitive practices, and a purported class action related
to alleged disclosure and fiduciary duty violations pertaining to
alleged unlawful competitive practices, which were filed after the
announcement of the DOJ investigation), as well as the impact of
potential violations of the U.S. Foreign Corrupt Practices Act based
on issues in China; impact of epidemiological events on the economy
and the Company's customers and suppliers; successful integration of
acquisitions; financial condition and inventory strategies of
customers; timely development and market acceptance of new products;
fluctuations in demand affecting sales to customers; and other matters
referred to in the Company's SEC filings.
Forward looking statements pertaining to Avery Dennison's
acquisition and integration of Paxar include statements relating to
expected synergies, cost savings, timing, and execution of integration
plans. Risks, uncertainties and assumptions pertaining to the
transaction include the possibility that the market for and
development of certain products and services may not proceed as
expected; that the Company is unable to successfully execute its
integration strategies, or achieve planned synergies and cost
reductions, in the time and at the cost anticipated; acquisition of
unknown liabilities; effects of increased leverage; and other matters
that are referred to in the Company's SEC filings.
The Company believes that the most significant risk factors that
could affect its ability to achieve its stated financial expectations
in the near-term include (1) the impact of economic conditions on
underlying demand for the Company's products; (2) the impact of
competitors' actions, including expansion in key markets, product
offerings and pricing; (3) potential adverse developments in legal
proceedings and/or investigations regarding competitive activities,
including possible fines, penalties, judgments or settlements; and (4)
the ability of the Company to achieve and sustain targeted
productivity initiatives.
For a more detailed discussion of these and other factors, see
"Risk Factors" and "Management's Discussion and Analysis of Results of
Operations and Financial Condition" in the Company's Form 10-K filed
on February 28, 2007 with the Securities and Exchange Commission. The
forward-looking statements included in this news release are made only
as of the date of this news release, and the Company undertakes no
obligation to update the forward-looking statements to reflect
subsequent events or circumstances.