SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
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AMERICAN NATIONAL CAN GROUP, INC.
(Name of Subject Company)
REXAM ACQUISITION SUBSIDIARY, INC.
a wholly owned indirect subsidiary of
REXAM PLC
(Offerors)
COMMON STOCK
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
027714104
(CUSIP Number of Class of Securities)
Frank C.Brown, Esq.
Rexam Inc.
4201 Congress Street
Suite 340
Charlotte NC 28209
Telephone: (704) 551-1500
(Name,address and telephone numbers of person
authorized to receive notices and
communications on behalf of filing
persons)
Copies to:
Gavin D. Solotar, Esq. Robert I. Townsend, III, Esq.
Wachtell, Lipton, Rosen & Katz Faiza J. Saeed, Esq.
51 West 52nd Street Cravath, Swaine & Moore
New York, New York 10019 825 Eighth Avenue
Telephone: (212) 403-1000 New York, New York 10019-7475
Telephone: (212) 474-1000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee*
N/A N/A
* As the filing contains only preliminary communications made before
the commencement of the tender offer, no filing fee is required.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number. or the Form or Schedule and the date of its filing.
Amount Previously Paid:........................N/A
Form or Registration No.:......................N/A
Filing Party:..................................N/A
Date Filed:....................................N/A
[x] Check the box if the filing relates to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts: ANC Rexam PLC
Josesph Esterman Per Erlandsson
Vice President, Director of Corporate
Investor Relations Communication
Direct Line (773) 399-3721 Direct Line 44 (0)20 7227 4140
Rexam to Acquire American National Can Group
LONDON, ENGLAND and CHICAGO, ILLINOIS, April 3, 2000 - Rexam PLC and
American National Can Group, Inc. (NYSE: CAN) today announced they
have entered into a definitive agreement under which Rexam will
acquire all outstanding shares of American National Can for $18.00 per
share payable in cash, a premium of 44% to American National Can's
average March 2000 closing price.
Rexam will commence the transaction with a cash tender offer for all
of the outstanding American National Can shares within five business
days. Any shares not purchased in the tender offer will be exchanged
for cash in the amount of $18.00 per share in a merger of American
National Can and Rexam's acquisition subsidiary.
The transaction is valued at approximately $2.0 billion based on
approximately 55 million shares of American National Can common stock
outstanding on March 31, 2000 and approximately $984 million in net
debt, as of December 31, 1999.
In announcing the transaction, Rolf Borjesson, Rexam's Chief Executive
stated: "The acquisition of American National Can completes our three
year programme to reshape Rexam around its consumer packaging
activities and make it a world leader in the sector. American National
Can brings a strong presence in the important US beverage packaging
market and the two companies have complementary positions in Europe
and Asia, enabling us to serve global customers on a global basis.
Having achieved a genuine leadership position in beverage packaging,
we now have a strong platform for growth elsewhere in the consumer
packaging sector. "
-more-
<PAGE>
Page Two
"All that we have been doing the last three years has been directed
toward creating value for our shareholders, customers and employees,"
said Ed Lapekas, ANCG Chairman and CEO. "Our impressive results - in
cost reduction and world class manufacturing - coupled with our
leading market positions, strong customer relationships and strategic
plant network position us to continue to increase profitability. Our
accomplishments and the opportunities presented by merging with Rexam
achieve our goal of value creation."
Both companies' Boards of Directors have unanimously approved the
merger agreement. The transaction will be conditioned on regulatory
approvals, including expiration of applicable waiting periods and
other customary conditions. In addition, Pechiney, American National
Can's largest shareholder with approximately 45% of American National
Can's outstanding and issued shares, has entered into an agreement
pursuant to which it has irrevocably agreed to tender all of its
shares into the Rexam tender offer. In connection with its
consideration of the transaction, the Board of Directors of American
National Can received the opinion of Deutsche Banc Alex. Brown, its
investment banker for the transaction, that the $18 to be received by
American National Can shareholders in the tender offer and the merger
is fair to such shareholders from a financial point of view.
Investors and security holders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement
regarding the tender offer referred to in this press release, when
they become available, because they will contain important
information. The tender offer statement will be filed by Rexam with
the Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement will be filed by American
National Can with the SEC. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed by Rexam and American National Can at the SEC's web site at
www.sec.gov. The tender offer statement and related materials may be
obtained for free by directing such requests to Rexam Investor
Relations. The solicitation/recommendation statement and such other
documents may be obtained by directing such requests to American
National Can Investor Relations.
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