5th Feb 2015 13:21
BALL CORPORATION - Statement re Possible OfferBALL CORPORATION - Statement re Possible Offer
PR Newswire
London, February 5
Ball Responds to Acquisition Speculation BROOMFIELD, Colo., Feb. 5, 2015 -- Ball Corporation (NYSE: BLL) today announcedthat its board of directors is in discussions concerning a possible acquisitionof Rexam PLC. The proposed transaction includes a combination of cash andequity. There is no certainty any formal offer will be made for Rexam PLC, noras to the terms on which any offer may be made. A further announcement will bemade when appropriate. Ball announced its fourth quarter 2014 earnings earlier today. Conference calldetails are below. About Ball Corporation Ball Corporation supplies innovative, sustainable packaging solutions forbeverage, food and household products customers, as well as aerospace and othertechnologies and services primarily for the U.S. government. Ball Corporationand its subsidiaries employ 14,500 people worldwide and reported 2014 sales of$8.6 billion. For more information, visit www.ball.com, or connect with us onFacebook or Twitter. Earnings Conference Call Details Ball Corporation (NYSE: BLL) will hold its fourth quarter 2014 earnings calltoday at 9 a.m. Mountain Time (11 a.m. Eastern). The North American toll-freenumber for the call is 800-736-4594. International callers should dial212-231-2900. Please use the following URL for a webcast of the live call: http://edge.media-server.com/m/p/urpg23v7/lan/en For those unable to listen to the live call, a taped replay will be availablefrom 11 a.m. Mountain Time on Feb. 5, 2015, until 11 a.m. Mountain Time on Feb.12, 2015. To access the replay, call 800-633-8284 (North American callers) or402-977-9140 (international callers) and use reservation number 21757793. Awritten transcript of the call will be posted within 48 hours of the call'sconclusion to Ball's website at www.ball.com/investors under "news andpresentations." Forward-Looking Statements This release contains "forward-looking" statements concerning future events andfinancial performance. Words such as "expects," "anticipates," "estimates" andsimilar expressions identify forward-looking statements. Such statements aresubject to risks and uncertainties, which could cause actual results to differmaterially from those expressed or implied. The company undertakes noobligation to publicly update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise. Key risks anduncertainties are summarized in filings with the Securities and ExchangeCommission, including Exhibit 99 in our Form 10-K, which are available on ourwebsite and at www.sec.gov. Factors that might affect: a) our packagingsegments include product demand fluctuations; availability/cost of rawmaterials; competitive packaging, pricing and substitution; changes in climateand weather; crop yields; competitive activity; failure to achieve productivityimprovements or cost reductions; mandatory deposit or other restrictivepackaging laws; customer and supplier consolidation, power and supply chaininfluence; changes in major customer or supplier contracts or loss of a majorcustomer or supplier; political instability and sanctions; and changes inforeign exchange or tax rates; b) our aerospace segment include funding,authorization, availability and returns of government and commercial contracts;and delays, extensions and technical uncertainties affecting segment contracts;c) the company as a whole include those listed plus: changes in seniormanagement; successful or unsuccessful acquisitions and divestitures;regulatory action or issues including tax, environmental, health and workplacesafety, including U.S. FDA and other actions or public concerns affectingproducts filled in our containers, or chemicals or substances used in rawmaterials or in the manufacturing process; technological developments andinnovations; litigation; strikes; labor cost changes; rates of return on assetsof the company's defined benefit retirement plans; pension changes;uncertainties surrounding the U.S. government budget, sequestration and debtlimit; reduced cash flow; ability to achieve cost-out initiatives; interestrates affecting our debt. Disclosure requirements Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the "Code"), anyperson who is interested in 1% or more of any class of relevant securities ofan offeree company or of any securities exchange offeror (being any offerorother than an offeror in respect of which it has been announced that its offeris, or is likely to be, solely in cash) must make an Opening PositionDisclosure following the commencement of the offer period and, if later,following the announcement in which any securities exchange offeror is firstidentified. An Opening Position Disclosure must contain details of the person'sinterests and short positions in, and rights to subscribe for, any relevantsecurities of each of (i) the offeree company and (ii) any securities exchangeofferor(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)applies must be made by no later than 3.30 pm (London time) on the 10thbusiness day following the commencement of the offer period and, ifappropriate, by no later than 3.30 pm (London time) on the 10th business dayfollowing the announcement in which any securities exchange offeror is firstidentified. Relevant persons who deal in the relevant securities of the offereecompany or of a securities exchange offeror prior to the deadline for making anOpening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%or more of any class of relevant securities of the offeree company or of anysecurities exchange offeror must make a Dealing Disclosure if the person dealsin any relevant securities of the offeree company or of any securities exchangeofferor. A Dealing Disclosure must contain details of the dealing concerned andof the person's interests and short positions in, and rights to subscribe for,any relevant securities of each of (i) the offeree company and (ii) anysecurities exchange offeror, save to the extent that these details havepreviously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) onthe business day following the date of the relevant dealing. If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire or control an interest in relevant securities of anofferee company or a securities exchange offeror, they will be deemed to be asingle person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and byany offeror and Dealing Disclosures must also be made by the offeree company,by any offeror and by any persons acting in concert with any of them (see Rules8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect ofwhose relevant securities Opening Position Disclosures and Dealing Disclosuresmust be made can be found in the Disclosure Table on the Takeover Panel'swebsite at www.thetakeoverpanel.org.uk, including details of the number ofrelevant securities in issue, when the offer period commenced and when anyofferor was first identified. If you are in any doubt as to whether you arerequired to make an Opening Position Disclosure or a Dealing Disclosure, youshould contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. Ball Corporation ordinary shares in issue The Code requires disclosures to be made in the stock of both the target and asecurities exchange offeror where interests (which is widely construed andincludes economic interests linked to either stock) are held in excess of 1%.Positions in excess of this level are required to be announced, as are anysubsequent dealings above that level. In order to enable shareholders todetermine whether they are required to so disclose, and to calculate the amountof stock held, both Ball Corporation and Rexam PLC are required to announce thetotal amount of stock in issue. Ball Corporation confirms that as at the close of business on Feb. 2, 2015,being the last business day for which information was available before the dateof this announcement, it had 137,036,400 ordinary shares outstanding andadmitted to trading on NYSE under the International Securities IdentificationNumber (ISIN) US0584981064. Logo - http://photos.prnewswire.com/prnh/20130925/LA85786LOGO SOURCE Ball Corporation CONTACT: Investor Contact: Ann T. Scott, 303-460-3537, [email protected]; MediaContact: Renee Robinson, 303-460-2476, [email protected]
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