23.04.2007 12:59:00
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Avery Dennison and Paxar Announce Early Termination of Hart-Scott-Rodino Act Waiting Period
Avery Dennison Corporation (NYSE:AVY) and Paxar Corporation (NYSE:PXR)
announced on March 22 that their boards of directors had unanimously
approved a definitive agreement for Avery Dennison to acquire all
outstanding shares of Paxar for $30.50 per share in a cash transaction
valued at approximately $1.34 billion. Avery Dennison and Paxar today
announced that on April 20, 2007, the Federal Trade Commission and the
Antitrust Division of the United States Department of Justice granted
early termination of the waiting period applicable to their proposed
merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Early termination of the waiting period concludes the U.S. government’s
pre-merger antitrust review of the transaction.
The transaction remains subject to Paxar shareholder approval, as well
as regulatory approvals in several other countries. The parties believe
that they will receive regulatory clearance outside the United States by
the end of the second quarter. Paxar expects to hold its shareholder
meeting early this summer, and is preparing the requisite documentation.
The parties expect to complete the merger immediately after receipt of
the regulatory and shareholder approvals.
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. Avery Dennison employs more
than 22,000 individuals in 49 countries worldwide who apply Avery
Dennison’s technologies to develop,
manufacture and market a wide range of products for both consumer and
industrial markets. Products offered by Avery Dennison include Avery
brand office products and graphics imaging media, Fasson brand
self-adhesive materials, peel-and-stick postage stamps, reflective
highway safety products, labels for a wide variety of automotive,
industrial and durable goods applications, brand identification and
supply chain management products for the retail and apparel industries,
and specialty tapes and polymers.
About Paxar Corporation
Paxar is a global leader in providing identification solutions to the
retail and apparel industry, worldwide. Paxar’s
leadership in brand development, merchandising, information services and
supply chain solutions enables Paxar to satisfy customer needs around
the world.
"Safe Harbor”
Statement under the Private Securities Litigation Reform Act of 1995:
This news release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements about Avery Dennison’s
anticipated acquisition of Paxar. These statements are based on current
expectations and beliefs and are subject to a number of risks,
uncertainties and assumptions that could cause actual results to differ
materially from those described in the forward-looking statements.
All statements other than statements of historical fact are statements
that could be deemed forward-looking statements.
Risks, Uncertainties and Assumptions - Avery Dennison
Risks, uncertainties and assumptions pertaining to Avery Dennison
include, but are not limited to, the impact of economic conditions on
underlying demand for the Company’s products;
the impact of competitors’ actions, including
expansion in key markets, product offerings and pricing; the degree to
which higher raw material and energy-related costs can be passed on to
customers through selling price increases (and previously implemented
selling price increases can be sustained), without a significant loss of
volume; potential adverse developments in legal proceedings and/or
investigations, including those regarding competitive activities, and
including possible fines, penalties, judgments or settlements; the
ability of Avery Dennison to achieve and sustain targeted cost
reductions; credit risks; ability to obtain adequate financing
arrangements; changes in governmental regulations; foreign currency
exchange rates and other risks associated with foreign operations;
impact of war, terror, natural disasters and epidemiological events on
the economy and Avery Dennison’s customers and
suppliers; successful integration of acquisitions; financial condition
and inventory strategies of customers; changes in customer order
patterns; loss of significant contract(s) or customer(s); timely
development and market acceptance of new products; fluctuations in
demand affecting sales to customers; and other matters referred to in
Avery Dennison’s SEC filings.
Risks, Uncertainties and Assumptions - Paxar
Risks, uncertainties and assumptions pertaining to Paxar include, but
are not limited to, the ability of Paxar to achieve and sustain targeted
cost reductions, for example, those related to its global apparel
realignment plan and other restructuring/reorganization initiatives;
changes in foreign currency exchange rates; political or economic
instability in Paxar’s major markets; the
impact of competitive products and pricing; fluctuations in cost and
availability of petroleum-based raw materials; fluctuations in retail
and apparel industry demand affecting sales to customers; and other
matters referred to in Paxar’s SEC filings.
Risks, Uncertainties and Assumptions - The Transaction
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 Paxar
acquisition does not close or that the companies may be required to
modify aspects of the transaction to achieve regulatory approval; that
prior to the closing of the proposed acquisition, the businesses of the
companies suffer due to uncertainty or diversion of management
attention; that the parties are unable to successfully execute their
integration strategies, or achieve planned synergies and cost
reductions, in the time and at the cost anticipated or at all;
acquisition of unknown liabilities; effects of increased leverage; and
other matters that are referred to in the parties’
SEC filings.
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 Avery Dennison’s and Paxar’s
reports on Form 10-K both of which were filed on February 28, 2007 with
the SEC.
Forward-looking statements included in this news release are made only
as of the date of this news release, and the companies undertake no
obligation to update the forward-looking statements to reflect
subsequent events or circumstances except as may be required by law.
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