RPC is an international rigid plastic packaging supplier to the food and non-food, consumer and industrial markets.
ACE is headquartered in Hong Kong and manufactures plastic injection moulded components and injection moulding tools. It has five production plants in China with approximately 3,300 employees.
Jamie Pike, chairman, RPC, said the acquisition represents a further step in RPC’s progress.
“The acquisition represents a strategic move for RPC establishing a strong and well-invested manufacturing footprint in the Far East where we believe there is an opportunity for continued high growth,” he said.
“We look forward to welcoming ACE into the Group and to generating further value to Shareholders as we grow our manufacturing and sales base in the Far East.”
RPC proposes to fund the initial consideration of US$301m (£178m) through the issue of approximately 8.5m new Ordinary Shares to the ACE shareholders (subject to customary “lock-up” arrangements) (the “Consideration Shares”), the placing to raise approximately £75m, with the balance funded through a new revolving credit facility arranged alongside the acquisition and existing cash reserves.
The maximum earn-out consideration of US $129m (£76m) will become due upon ACE achieving EBITDA CAGR of at least 15.6% over the four year period ending December 31, 2017.
The Board expects pro forma leverage as at March 31, 2014 to be approximately 1.8 times the Enlarged Group’s net debt/EBITDA.
RPC and ACE have worked together for several years and has spent the past three years working with the management team and shareholders of ACE to fully understand the business, assess the combined fit with RPC and negotiate the terms of the acquisition.
ACE has been a long term supplier of moulds for the Superfos business, which is now part of RPC.
The acquisition is conditional, amongst other things, on the approval of Shareholders of RPC at the General Meeting to be held on May 19, 2014, the required German competition law approval, and completion of the Placing.
A prospectus relating to the Acquisition, Placing Shares and the Consideration Shares was posted to Shareholders on May 2 and is available on RPC's website.
FoodProductionDaily has contacted RPC Group for further comment.