SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x ] Soliciting Material Pursuant to ss.240.14a-12
LIQUI-BOX CORPORATION.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:__________________________________________________
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MATERIALS FURNISHED PURSUANT TO RULE 14A-12
The attached press release is being filed by Liqui-Box Corporation (the
"Company") with the Securities and Exchange Commission pursuant to SEC Rule
14a-12. In connection with the transactions described in the press release, the
Company intends to file a proxy statement and other materials with the
Securities and Exchange Commission. Shareholders of the Company are urged to
read the proxy statement and these other materials when they become available
because they will contain important information. Shareholders may obtain a free
copy of the proxy statement and these other materials when they become
available, as well as other materials filed with the Securities and Exchange
Commission concerning the Company, at the Securities and Exchange Commission's
web site at HTTP://WWW.SEC.GOV. Shareholders of the Company also may obtain for
free the proxy statement and other documents filed by the Company with the
Securities and Exchange Commission in connection with the above-referenced
transactions by directing a request to Liqui-Box Corporation at 6950
Worthington-Galena Road, Worthington, Ohio 43085, Attention: President.
The Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from shareholders with respect
to the transactions described in the press release. Information regarding
these directors and executive officers and their ownership of common shares
of the Company is contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 30, 2000. Additional information regarding
directors and executive officers of the Company and their interests will be
included in the proxy statement.
FOR IMMEDIATE RELEASE
DUPONT CANADA TO ACQUIRE LIQUI-BOX CORPORATION
HIGHLIGHTS
o Establishes DuPont Canada as a global leader in the liquid packaging
systems market, with a presence in all regions of the world, by
creating a Cdn $400 million company;
o Accretive acquisition expected to contribute to DuPont Canada's
earnings in the first 12 months of combined operations;
o Strong strategic fit of complementary technologies, products,
customers and markets positions DuPont Canada for accelerated growth;
and
o Combined business to operate as Liqui-Box, a DuPont Canada company.
MISSISSAUGA, ONTARIO AND WORTHINGTON, OHIO (MARCH 26, 2002) --- DuPont Canada
Inc. (TSE: DUP.A), a leading diversified science company, and Liqui-Box
Corporation (NASDAQ: LIQB), a leading manufacturer of packaging systems for
pumpable food products for institutional applications, today announced the
signing of an agreement for DuPont Canada's wholly owned subsidiary, Enhance
Packaging Technologies Inc., to acquire all of the outstanding common shares of
Liqui-Box, pursuant to a cash merger transaction, at US$67 per share, for a
total purchase price of approximately US$333 million. The transaction is
expected to close in May or June, subject to regulatory and Liqui-Box
shareholder approval.
DuPont Canada will bring together Liqui-Box's business with that of Enhance,
which also provides packaging systems for pumpable foods for retail
applications. The new entity will operate as Liqui-Box, a DuPont Canada company,
under the leadership of Ash Sahi, Enhance's President and CEO, with operations
in North America, South America, Europe and Asia and more than 1,000 employees.
The transaction will immediately position DuPont Canada as a leading provider of
liquid packaging systems.
"Our agreement with Liqui-Box demonstrates the progress of our long-term
strategy to continually reinvent and expand the scope of our business in food,
polymers, and safety and security," said Dave Colcleugh, Chairman, President and
CEO, DuPont Canada Inc. "It also supports our long-standing commitment to
deliver rapid, sustainable growth in value for all stakeholders."
Samuel B. Davis, Chairman of the Board of Liqui-Box, commented, "The acquisition
by DuPont Canada is good news for Liqui-Box's customers, suppliers, employees
and shareholders. The resulting entity should be a solid, international company
with strong capabilities in aseptic and refrigerated liquid food packaging
systems, and with significant long-term growth potential. DuPont Canada's cash
offer is an attractive opportunity for Liqui-Box shareholders to realize
significant value for their shares."
The Liqui-Box board of directors and a special committee of disinterested
directors have received an opinion from their financial advisor, McDonald
Investments Inc., that the consideration to be received by the shareholders of
Liqui-Box is fair from a financial point of view. Liqui-Box's board of directors
and the special committee have determined that the acquisition is fair to and in
the best interests of the shareholders of Liqui-Box, and have resolved to
recommend to shareholders that they approve the transaction. Samuel B. Davis and
his son, Samuel N. Davis, who have voting control over approximately 38% of the
outstanding common shares on the date hereof, have entered into an agreement
with DuPont Canada pursuant to which they have given DuPont Canada an option to
buy their shares and have agreed to vote shares under their control in favour of
the transaction.
DuPont Canada's subsidiary Enhance Packaging is a world-leading supplier of
cost-effective and environmentally friendly turnkey pouch technology solutions
for pumpable food and liquid packaging, primarily for the retail market.
Specific examples include the milk bag in Canada and the Mini-Sip(TM) in the US
market. In May 2001, DuPont Canada acquired Prepac of France, a pioneer in
liquid packaging systems and equipment as well as a long-time supplier to
Enhance. DuPont Canada's innovative aseptic technology preserves the freshness
of beverages and food for up to one year without refrigeration.
Liqui-Box is a leading manufacturer and supplier of packaging systems for
liquids and other pumpable food products to institutional customers through its
operations in the US, UK and India. The company's flexible packaging systems are
used for everyday products such as soft drink syrups, dairy products, bulk
ketchup and mustard and other foods for restaurants, fast food chains and
institutions across North America and Europe.
Additionally, Liqui-Box is a profitable cash flow generator and has a solid
balance sheet. For the fiscal year ended December 29, 2001, Liqui-Box posted
revenue of us$145.2 million, with net earnings of us$13.5 million, or us$3.01
per fully diluted common share.
"As a well-managed company with world-class technology platforms and a 40-year
brand heritage, Liqui-Box is well positioned to serve leading blue-chip food
companies," Mr. Colcleugh continued. "We expect to realize significant
synergies, increased revenue and expanded capabilities, all of which will
deliver greater value to customers and shareholders while accelerating DuPont
Canada's momentum in the global liquid packaging industry."
Added Ash Sahi, President and Chief Executive Officer of Enhance, "Existing and
new customers will benefit from a broader product offering and DuPont Canada's
continuing commitment to R&D and high quality customer service. For employees,
we expect the internationalization of operations to create additional career and
professional development opportunities."
Liqui-Box's and Enhance's product portfolio and technologies, as well as their
complementary market presence, will enable the combined unit to offer complete
turnkey systems for the liquid packaging of beverages, dairy products or
pumpable foods, in retail as well as institutional applications, anywhere in the
world.
Lehman Brothers Inc. and CCFL Advisory Services Inc. have advised DuPont
Canada regarding this transaction.
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INVESTMENT COMMUNITY AND MEDIA INFORMATION
DuPont Canada Inc. and Liqui-Box management will hold a conference call on
Tuesday, March 26, 2002 at 10 a.m. (EST). In North America, the numbers to call
to listen to the teleconference are 416-695-5801 or 1-800-478-9326.
International callers should dial the country access code, available from their
local operator, followed by 800-3276-6311. To access the simultaneous live audio
webcast, please visit WWW.DUPONT.CA or WWW.NEWSWIRE.CA/WEBCAST. Participants
will require WINDOWS MEDIA PLAYER(TM), which can be downloaded prior to
accessing the call. A taped rebroadcast will be available to listeners following
the call until April 2, 2002 at midnight. To access the rebroadcast, please dial
416-695-5800 OR 1-800-408-3053, and enter the passcode 1118653.
Following the analyst conference call, there will also be a question and answer
session for the media at 11:30 a.m. (EDT). Media in North America who wish to
participate should dial 416-695-5806 or 1-800-273-9672. International media
should dial the country access code, followed by 800-3276-6333.
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ABOUT DUPONT CANADA INC.:
DuPont Canada Inc. is a diversified science company, serving customers across
Ontario, Canada, and in more than 40 other countries. Headquartered in
Mississauga, the company operates manufacturing facilities at seven sites in
Canada and one in France, with more than 3,300 employees. For more information
about DuPont Canada, please visit the company's website at HTTP://WWW.DUPONT.CA.
ABOUT ENHANCE PACKAGING TECHNOLOGIES INC.:
Based in Whitby, Ontario, Canada, Enhance Packaging Technologies Inc., which
includes Prepac of France, supplies films and systems to a wide range of
customers including dairies, drink beverage producers, food producers, film
converters and industrial customers in 30 countries. Brands include Enhance(R)
flexible packaging systems, SclairFilm(R) polyethylene films, Dartek(R) nylon
films and Vexar(R) netting. Enhance is also the Canadian master distributor of
Mylar(R) polyester films. Recognized for its technological leadership, breadth
of product offerings and superior quality and service, Enhance is committed to
helping its customers succeed.
About Liqui-Box Corporation:
Liqui-Box Corporation is a leading manufacturer of dispensing packaging systems
for liquids and other flowable products, serving the bottled water, beverage,
dairy, pharmaceutical, processed food and wine industries. The company
specializes in packages with unique dispensing capabilities to be used wherever
convenient, airtight, sanitary storage, and delivery of products are critical.
Liqui-Box's principal products include rigid blow-molded containers, flexible
bag-in-box containers, pouch containers, and customized filling systems.
The company operates nine production facilities in the US, one in the UK and one
in India.
FORWARD-LOOKING STATEMENTS: This news release contains forward-looking
statements based on management's current expectations, estimates and
projections. All statements that address expectations or projections about the
future, including statements about the company's strategy for growth, product
development, market position, expected expenditures and financial results are
forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects," "anticipates," "plans," "intends,"
"projects," "indicates," and similar expressions. These statements are not
guarantees of future performance and involve a number of risks, uncertainties
and assumptions. Many factors, including those discussed more fully elsewhere in
this release and in documents which may be filed by DuPont Canada with the
Ontario Securities Commission and/or the Toronto Stock Exchange, or by Liqui-Box
Corporation with U.S. Securities and Exchange Commission, as well as others,
could cause results to differ materially from those stated. These factors
include, but are not limited to changes in the laws, regulations, policies and
economic conditions, including inflation, interest and foreign currency exchange
rates, of countries in which the company does business; competitive pressures;
successful integration of structural changes, including restructuring plans,
acquisitions, divestitures and alliances; cost of raw materials, research and
development of new products, including regulatory approval and market
acceptance; and seasonality of sales of agricultural products.
In connection with the above-described transactions, Liqui-Box Corporation
intends to file a proxy statement and other materials with the Securities and
Exchange Commission. Security holders are urged to read the proxy statement and
these other materials when they become available because they will contain
important information. Security holders may obtain a free copy of the proxy
statement and these other materials when they become available, as well as other
materials filed with the Securities and Exchange Commission concerning Liqui-Box
Corporation, at the Securities and Exchange Commission's web site at
HTTP://WWW.SEC.GOV. Security holders of Liqui-Box Corporation may also obtain
for free the proxy statement and other documents filed by Liqui-Box Corporation
with the Securities and Exchange Commission in connection with the
above-described transactions by directing a request to Liqui-Box Corporation at
6950 Worthington-Galena Road, Worthington, Ohio 43085, Attention: President.
Liqui-Box Corporation and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Liqui-Box Corporation
shareholders with respect to the merger. Information regarding these directors
and executive officers and their ownership of Liqui-Box Corporation common stock
is contained in Liqui-Box Corporation's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000. Additional information regarding these
directors and executive officers and their interests will be included in the
proxy statement
# # #
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
DUPONT CANADA INC. LIQUI-BOX CORPORATION
INVESTORS: INVESTORS:
Michael Oxley Stewart Graves
Treasurer and Director, Finance President
DuPont Canada Inc. Liqui-Box Corporation
(905) 821- 5320 (614) 888-9280
Media:
Richard Gareau
Manager, Public Affairs
DuPont Canada Inc.
(905) 821-5623
The DuPont Oval is a registered trademark of E.I. du Pont de Nemours and
Company. DuPont Canada Inc. is a licensee.
Dartek(R), Enhance(TM), Mini-Sip(TM)and Vexar(R)are trademarks of Enhance
Packaging Technologies Inc.
Mylar is a registered trademark of DuPont Teijin Films.
SclairFilm(R) is a registered trademark of Nova Chemicals Corporation. Used
under license.