RYE, N.Y., Dec. 16 /PRNewswire-FirstCall/ -- Jarden Corporation (NYSE: JAH) today announced that it has made a binding offer to acquire the Mapa Spontex Baby Care and Home Care businesses of Total S.A. Under the terms of the offer, Jarden will pay approximately $500 million in cash, less any indebtedness assumed by Jarden.
Headquartered in Paris, France, Mapa Spontex is a global manufacturer and distributor of baby care and home care products with leading market positions in Europe, Brazil and Argentina in the core categories it serves. Its baby care portfolio includes teats, soothers, feeding bottles and other infant and health care accessories sold primarily under the NUK®, Tigex®, Lillo®, Fiona® and First Essentials® brands. Its home care portfolio includes sponges, rubber gloves and related cleaning products for retail, professional and industrial uses sold primarily under the Mapa® and Spontex® brands.
"We believe Mapa Spontex will be an excellent strategic addition to our Jarden Branded Consumables segment," commented Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation. "By entering the baby care and home care markets, we believe we will achieve two major strategic objectives. First, the transaction is expected to expand our product offerings and distribution channels into new, attractive categories; and second, we anticipate it will further diversify our revenue streams and increase our international presence. Mapa Spontex fits well within Jarden's disciplined acquisition criteria, with its market leading brands, strong management and good cash flow. We anticipate the transaction will be immediately accretive to earnings once closed."
Mapa Spontex's strong market presence in Europe, Latin America and North America is complemented by a global manufacturing base including facilities in Brazil, France, Germany, Malaysia and Spain. Mapa Spontex provides a platform for Jarden to further expand its global footprint and access new markets for existing products. With Jarden's substantial resources and focus on new product development, it is expected that the combination will lead to greater organic growth opportunities for many of Jarden's existing brands as well as those of Mapa Spontex. Additionally, NUK®'s position in infant care will provide Jarden the platform to enter the industry as a global market leader in its primary product categories and markets, with a particularly strong presence in Europe.
For the year ended December 31, 2008, sales for Mapa Spontex were approximately $800 million with Adjusted EBITDA of approximately $80 million. Upon closing of the transaction, the Mapa Spontex business will be reported within Jarden's Branded Consumables segment.
"This is our first meaningful acquisition since August 2007, as we have been focused on driving shareholder value through solid execution of our business strategy," concluded Mr. Franklin. "We believe the Mapa Spontex acquisition, once completed, represents an excellent long-term opportunity for Jarden to grow, innovate and continue to develop with an organization and leadership team that shares our philosophy."
The transaction is expected to close early in the second quarter of 2010, subject to receipt of regulatory approvals, completion of required employee consultation procedures and other customary closing conditions. Deutsche Bank Securities Inc. acted as Jarden's financial advisor and Societe Generale acted as Total S.A.'s advisor.
Conference Call Information
Jarden will be hosting a conference call at 9:00 a.m. Eastern Time on December 17, 2009 to further discuss this transaction. The listen-only mode of the call can be accessed by dialing 877-681-3370 (or 719-325-2439 for international callers) and entering the following pass code: 1877394. The call will also be webcast simultaneously through the Company's website, www.jarden.com, and will be archived approximately one hour after completion of the call through December 24, 2009.
A slide presentation will be available at www.jarden.com.
About Mapa Spontex
Mapa Spontex owns some of the world's leading brand names including NUK®, Tigex®, Lillo®, Fiona® and First Essentials® in Baby Care, and Mapa®, Spontex®, Calypso®, Vitomit® and Virulana® in Home Care.
Jarden Corporation is a leading provider of niche consumer products. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Berkley®, Campingaz® and Coleman®, Fenwick®, Gulp!®, JT®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene®, Volkl®, and Zoot®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew Cornell® and Pine Mountain®. Headquartered in Rye, N.Y., Jarden has over 20,000 employees worldwide. For more information, please visit www.jarden.com.
Note: This news release contains "forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's adjusted earnings per share, repurchase of shares of common stock from time to time under the Company's stock repurchase program, the outlook for the Company's markets and the demand for its products, estimated sales, segment earnings, earnings per share, cash flows from operations, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic growth, the success of new product introductions, growth in costs and expenses, the impact of commodities and transportation costs, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including Jarden's ability to close announced acquisitions and to integrate and obtain the anticipated results and synergies from its consummated acquisitions. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company's periodic and other reports filed with the Securities and Exchange Commission.
Note: This news release contains financial information for Mapa Spontex. Such financial information was neither prepared nor reviewed by Jarden Corporation and Jarden Corporation is relying solely on information disclosed to it by Total S.A. in disclosing such financial information. Jarden Corporation makes no representations or warranties as to the accuracy or completeness of such financial information and undertakes no duty to correct or update such information.
Note: Dollar amounts are converted based on a U.S. dollar exchange rate of $1.50/euro.
SOURCE Jarden Corporation