================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------
American National Can Group, Inc.
(Name of Subject Company)
American National Can Group, Inc.
(Name of Person Filing Statement)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
-----------------
027714104 (Common Stock)
(CUSIP Number of Class of Securities)
------------------
William A. Francois, Esq.
Senior Vice President, General Counsel and Secretary
8770 W. Bryn Mawr Avenue
Chicago, IL 60631
(773) 399-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
------------------
Copy to:
Barry A. Bryer, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
================================================================================
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
PRESS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
CONTACTS: ANC REXAM PLC
Josesph Esterman Per Erlandsson
Vice President, Investor Director of Corporate
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.
# # #
