Platinum Equity to take Multi-Color private


Platinum Equity has agreed to acquire Cincinnati-based Multi-Color Corporation, a provider of global label solutions, for $50 per share or $2.5 billion. Upon the closing of the deal, Multi-Color will not trade on the public market. Goldman Sachs is serving as financial adviser to Multi-Color on the transaction with Sidley Austin LLP and Keating Muething & Klekamp PLL providing legal counsel. And, Latham & Watkins LLP is serving as legal counsel to Platinum Equity LLC.

PRESS RELEASE

CINCINNATI, Feb. 25, 2019 (GLOBE NEWSWIRE) — Multi-Color Corporation (NASDAQ: LABL) today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Platinum Equity LLC (“Platinum Equity”), a leading private equity firm. Under the terms of the agreement, which has been unanimously approved by Multi-Color Corporation’s Board of Directors, Multi-Color Corporation shareholders will receive $50.00 in cash for each share of common stock they own, in a transaction valued at $2.5 billion including the assumption of $1.5 billion of debt.

The cash purchase price represents a premium of approximately 32 percent over Multi-Color Corporation’s 30-day volume weighted average share price prior to January 22, 2019, the last trading day prior to media speculation regarding a potential transaction involving Multi-Color Corporation.

“We are pleased to reach this agreement with an affiliate of Platinum Equity,” said Nigel Vinecombe, Executive Chairman of Multi-Color Corporation. “This transaction is the culmination of our Board’s review of strategic alternatives to maximize value for our shareholders. As a result of this process, our Board, with the assistance of independent advisors, unanimously determined that this all-cash transaction will deliver immediate, significant and certain value to our shareholders and is in the best interest of our shareholders and our company. We believe this transaction represents a winning proposition for all of our stakeholders, including our employees.”

Louis Samson, Partner, Platinum Equity, said, “Multi-Color Corporation is an industry leader, with a talented and dedicated team and a reputation for innovative label solutions and best-in-class service. We have tremendous respect for Multi-Color Corporation, and believe that its capabilities and established position in the industry, when combined with our portfolio company WS Packaging Group, operational expertise and financial resources, will enable Multi-Color Corporation and WS Packaging Group to strengthen the value proposition for their customers. With a shared vision to deliver the highest quality label solutions to the world’s most prominent brands, we are excited at the prospect of leveraging our resources to pursue new avenues for growth.”

Transaction Details
The transaction will be financed through a combination of committed equity financing provided by Platinum Capital Partners IV, L.P., as well as debt financing that has been committed to by Bank of America Merrill Lynch, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.

The transaction is expected to be completed by Q3 CY2019 and is subject to Multi-Color Corporation shareholder approval, regulatory clearances and other customary closing conditions.

Upon the completion of the transaction, Multi-Color Corporation will become a privately held company and shares of Multi-Color Corporation common stock will no longer be listed on any public market.

Constantia Flexibles Holding GmbH and affiliates of Diamond Castle Partners, who together currently own 5,889,093 shares of Multi-Color Corporation common stock, representing approximately 28.7 percent of Multi-Color Corporation’s outstanding shares, have each separately entered into a voting and support agreement to vote its shares in favor of the transaction as provided in each agreement.

The Multi-Color Corporation Board has unanimously recommended that all of Multi-Color Corporation’s shareholders vote to approve and adopt the merger agreement at an upcoming special meeting of Multi-Color Corporation’s shareholders.

Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to Multi-Color Corporation and Sidley Austin LLP and Keating Muething & Klekamp PLL are also providing legal counsel to Multi-Color Corporation. William Blair & Company has also provided a fairness opinion to the Multi-Color Corporation Board of Directors.

Latham & Watkins LLP is serving as legal counsel to Platinum Equity LLC.

Cahill Gordon & Reindel LLP is serving as legal counsel to the debt financing sources.

About Multi-Color Corporation
Cincinnati, Ohio, U.S.A. based Multi-Color Corporation (MCC), established in 1916, is a leader in global label solutions supporting a number of the world’s most prominent brands including leading producers of home and personal care, wine and spirits, food and beverage, healthcare and specialty consumer products. MCC serves national and international brand owners in North, Central and South America, Europe, Africa, China, Southeast Asia, Australia and New Zealand with a comprehensive range of the latest label technologies in Pressure Sensitive, Cut and Stack, Wraps, Aluminum, In-Mold, Shrink Sleeve and Heat Transfer. MCC employs approximately 8,400 associates across 71 label producing operations globally and is a public company trading on the NASDAQ Global Select Market (company symbol: LABL).

For additional information on Multi-Color Corporation, please visit http://www.mcclabel.com.

About Platinum Equity
Founded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $13 billion of assets under management and a portfolio of approximately 40 operating companies that serve customers around the world. The firm is currently investing from Platinum Equity Capital Partners IV, a $6.5 billion global buyout fund, and Platinum Equity Small Cap Fund, a $1.5 billion buyout fund focused on investment opportunities in the lower middle market. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 23 years, Platinum Equity has completed more than 250 acquisitions.