SIG Combibloc Group AG (SWX:SIGN) entered into an agreement to acquire Scholle IPN Corporation from Laurens Last for €1.6 billion on February 1, 2022. The transaction will be funded through 33.75 million SIG shares issued from existing authorized capital and €370 million cash. The existing debt of Scholle amounting to €310 million will be refinanced at closing. The purchase price is subject to customary closing adjustments. An earn-out may be payable in three annual instalments of up to €89 million per annum payable in cash, for the years ending 31 December 2023, 2024, and 2025, contingent upon Scholle IPN outperforming the top end of SIG's mid-term growth guidance of 4 % - 6% p.a. in the respective years. Earn-out payments for growth rates ranging from 6 – 11.5% p.a. are subject to a pre-agreed ratchet structure. The transaction represents an equity value of €1.05 billion and an enterprise value of €1.36 billion. The transaction will be funded through a mix of shares, cash, and debt refinancing. The financing of the cash consideration at closing and debt refinancing is secured via a fully committed acquisition bridge facility with a maturity of 18 months which is expected to be refinanced through a combination of long-term debt and a share capital increase of approximately €200-250 million. The transaction is equivalent to a multiple of 14.5x adjusted EBITDA for the twelve months ending 31 December 2021. Scholle recorded revenue of €474 million and adjusted EBITDA of €90 million for twelve months to December 31, 2021. As of May 17, 2022, SIG launched an accelerated book building to raise around €200 million to partially finance the acquisition.

As a result of the share consideration, Laurens Last will become the largest single shareholder in SIG, with a pro-forma shareholding of 9.1% subject to a lock-up period of 18 to 24 months. Laurens Last will be nominated for election to the Board of Directors of SIG at the forthcoming AGM on April 7, 2022. Ross Bushnell, Chief Executive Officer of Scholle, will join SIG's Group Executive Board. The transaction is subject to customary closing conditions, , including approvals from regulatory authorities and is expected to close in second or third quarter of 2022. As of April 26, 2022, the transaction is expected to be completed around mid-2022. The transaction is expected to be accretive to cash flow and adjusted earnings per share from first year after completion. UBS Investment Bank acted as financial advisor while Michael Bond and Beatrice Lo of Latham & Watkins and Sandro Fehlmann, Thomas Reutter (Picture) an Annina Hammer of Advestra AG acted as legal advisors to SIG. Joost den Engelsman, Lieke van der Velden, Maarten Schellingerhout, Edward Rijnhout, David Wumkes, Lianne de Olde, Iemie de Boer, Madelon de Blok, Fleur Folmer, Sigrid Heibrant, Jasmijn van Koetsveld and Marleen Velthuis of NautaDutilh acted as Dutch legal counsel to SIG. Lennaert Posch, Inge de Laat and Justus Fortuyn of Rutgers & Posch acted as legal advisors to Laurens Last.

SIG Combibloc Group AG (SWX:SIGN) completed the acquisition of Scholle IPN Corporation from Laurens Last on June 1, 2022. Laurens Last joined SIG's Board of Directors in April 2022 upon election at SIG's Annual General Meeting. Laurens Last received 33.75 million SIG shares as part of the consideration for the acquisition at completion and, with the additional shares he purchased in the open market, he currently holds 9.18% of SIG's issued share capital. Scholle IPN will remain an independent subsidiary of the group, chaired by Ross Bushnell who becomes a member of the Executive Committee of the SIG Group.