DS Smith's offer of €1.7bn (£1.4bn) on a cash, debt and, as far as possible, pension free basis, includes all of SCA's packaging business bar its two Swedish Kraftliner mills, although the acquisition of its French division is subject to negotiation with the Works Council.
SCA Packaging turned over €2.5bn (£2.1m) in the year to 31 December 2010 and recorded an operating profit of €82m. It's pre-tax profit for the period was €98.4m thanks to a net financing income of €14.8m. DS Smith's turnover from continuing operations for the year to 30 April 2011 was approximately £1.8bn.
The bid will be funded by a mix of existing and additional debt, including €700m of new debt from HSBC, JP Morgan, Lloyds TSB and RBS, €414m from the company's existing revolving credit facility and a €564m rights issue.
DS Smith group chief executive Miles Roberts said: "This acquisition builds on DS Smith's proven strategy and the successful acquisition of Otor. This is an exceptional opportunity to create value for shareholders by becoming the leading recycled packaging company across Europe - a company that will be better positioned to deliver even better service and innovation to our strong and growing FMCG customer base.
"SCA Packaging is a well invested business with long positions in recycling and packaging and short paper capacity that is very complementary to our strengths. It is a great step in DS Smith's development and I look forward to working together with the team at SCA Packaging to create an outstanding supplier for our customers and making it a fulfilling place for our staff to work to deliver substantial value for our customers and shareholders."
Nicholas Mockett, partner at corporate finance and M&A advisory firm Moorgate Capital, said: "By becoming Europe's leader in corrugated DS Smith is leading the inevitable and desirable consolidation of the corrugated packaging industry.
"There will be merger synergies in purchasing, production, and sales. Another important deal driver is DS Smith's expertise in recycled packaging materials which may enhance the existing SCA operations. Recyclate is a key to success in this business. SCA will be focussing on its core hygiene products business."
As part of the deal DS Smith and SCA have entered into three long-term supply agreements, relating to recyclate, kraftliner and corrugated packaging, as follows: SCA will supply certain Kraftliner grades to DS Smith; while DS Smith will supply recovered paper and corrugated packaging to the SCA Group.
DS Smith said that the acquisition would add shareholder value by providing access to new geographical markets across the continent that better match the location and scale of the company's key pan-European FMCG customers.
The acquisition, which is expected to close by 31 July following a general meeting on 3 February, will take DS Smith into 15 countries, including Germany and the Netherlands, for the first time, allowing to meet the increased demand from pan-European customers to be supplied on a pan-European basis.
DS Smith chairman Gareth Davis said: "This acquisition is a unique opportunity, offering the combination of a clear strategic rationale, potentially excellent financial returns and a step change in DS Smith's capabilities to deliver the recycled packaging service that our customers increasingly want on a pan-European basis.
"We recognise both the opportunities and the challenges that the acquisition will bring and we have planned and invested accordingly. We are focussed and determined to integrate, develop and grow these two excellent businesses as the platform for delivering superior returns for our investors over the years to come. "
Further benefits are expected from broader relationships with existing customers and the potential to win new customers, economies of scale across the group's enlarged operating structure, procurement and operational efficiencies of "at least €75m per annum" and cumulative capex and working capital benefits of "at least €40m" by the end of 2015.
