PECHINEY PLASTIC PACKAGING, INC. TO ACQUIRE JPS PACKAGING COMPANY
PARIS, October 16, 2000-- Pechiney (NYSE:PY) and JPS Packaging Company (NASDAQ:
JPSP) announced today that a definitive merger agreement has been signed for
Pechiney Plastic Packaging, Inc. (PPPI) to acquire JPS through a cash tender
offer. PPPI will offer to purchase all outstanding shares of common stock of JPS
at US$7.86 per share, payable in cash. The total value of the transaction is
approximately US$45 million.
JPS, with 1999 reported sales of approximately US$81 million,
is a manufacturer and converter of flexible packaging and label products with
operating plants in San Leandro, California, and Akron, Ohio. PPPI is a global
manufacturer of flexible packaging, as well as plastic bottles. It operates 28
flexible and bottle plants in the Americas, Europe and Australasia. PPPI is part
of Pechiney's US$1.9 billion Packaging Sector.
"JPS provides an excellent complement to our business,
broadens our product line, and offers opportunities for profitable growth," said
Ilene Gordon, President, Pechiney Plastic Packaging.
Leo Benatar, Chairman of JPS, said, "We are proud of the
accomplishments of our employees since the company was formed and believe that
the combination of JPS and Pechiney will result in meaningful opportunities
because of Pechiney's resources, long experience and expertise."
Consummation of the tender offer will be subject to the
expiration or termination of any applicable regulatory waiting period, approvals
and other customary conditions.
The transaction is subject to the approval of a majority of
JPS's shareholders. George K. Baum Group, Inc., and affiliates, which
collectively own approximately 36% of JPS's outstanding shares, have agreed to
vote in favor of the proposed transaction and to sell their shares of JPS stock
to Pechiney under certain circumstances.
JPS shareholders are urged to read the Tender Offer Statement,
which will be filed by PPPI with the Securities and Exchange Commission ("SEC"),
and the related Recommendation Statement to be filed by JPS with the SEC. These
documents will contain important information, which should be read carefully
before any decision is made with respect to the offer. These documents will be
made available to all shareholders of JPS at no expense to them. When documents
are filed with the SEC, they will also be available at no charge at the SEC's
website, www.sec.gov.
Pechiney is an international manufacturer with core businesses
in primary aluminum, aluminum fabricated products and high
value-added packaging. Pechiney, which reported sales of 9.5
billion euros (approximately US$10.2 billion) in 1999, also
manufactures ferroalloys and operates an international trade
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business. Its shares are traded on the Paris Stock Exchange;
its ADRs are traded on the New York Stock Exchange.
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not guaranties of future performance and are
subject to known and unknown risks, uncertainties and other factors which may
cause or contribute to actual results of Pechiney and JPS differing materially
from those expressed in or implied by the forward-looking statements. In
addition to any such risks expressly stated, other risks and uncertainties
include changes in market conditions, timing of regulatory approvals,
performance of PPPI and the trading price of JPS stock.
CONTACTS:
Pechiney:
Carol Constantine
773-399-3786
JPS Packaging:
John T. Carper
913-381-0008, ext. 102
Dated: October 16, 2000
