UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2024
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-22117 | 06-1269834 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
4 Landmark Square Stamford, Connecticut | 06901 | |||
| (Address of principal executive offices) | (Zip Code) |
(203) 975-7110
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | SLGN | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7—Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On July 24, 2024, Silgan Holdings Inc., or the Company, will be giving a presentation regarding its proposed acquisition of Weener Plastics Holding B.V., or Weener. A copy of the slides to be used in such presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Section 8—Other Events
| Item 8.01 | Other Events. |
On July 24, 2024, the Company announced it entered into a sale and purchase agreement to acquire Weener, a leading producer of differentiated dispensing solutions for personal care, food and healthcare products, for an enterprise value of €838 million. Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities. For the twelve months ended May 31, 2024, Weener generated sales of approximately €450 million. The Company expects to close the acquisition of Weener in the fourth quarter of 2024, and it is subject to applicable regulatory approvals and certain other customary conditions. The purchase price for this proposed acquisition is subject to certain adjustments set forth in the sale and purchase agreement. The Company expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under its senior secured credit facility.
On July 24, 2024, the Company issued a press release regarding the Company’s proposed acquisition of Weener. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Investor Presentation Slides, dated July 24, 2024 | |
| 99.2 | Press Release dated July 24, 2024, announcing an agreement to acquire Weener Plastics Holding B.V. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |
Forward-Looking Statements
Statements included in this Current Report on Form 8-K which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company, including the Company’s proposed acquisition of Weener, and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2023 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILGAN HOLDINGS INC. | ||
| By: | /s/ Frank W. Hogan, III | |
| Frank W. Hogan, III | ||
Executive Vice President, General | ||
Date: July 24, 2024