Mondi Group, a leading international paper and packaging company, is pleased to announce it has agreed to acquire 93.4 percent of the outstanding share capital of Nordenia International AG from funds managed by Oaktree Capital Management, L.P. and certain other minority shareholders for a total cash consideration of $240 million euros. In addition, Mondi Group will assume $398 million euros of debt and debt-like liabilities, implying an enterprise value for 100 percent of the Company of $655 million euros.

The Acquisition is expected to complete in the fourth quarter of 2012, subject to customary completion conditions including the approval of certain competition authorities.

Commenting on the Acquisition, David Hathorn, CEO of Mondi Group, said, “The acquisition of Nordenia offers Mondi Group a unique opportunity to create a leading consumer packaging business, build on long term customer relationships across both businesses and establish a platform to expand further in high-growth emerging markets.”

As part of the Acquisition, Mondi Group will assume Nordenia’s $280 million euros bond, which has a coupon of 9.75 percent and is due in 2017. Bond holders have an option to put the bond to Mondi Group on completion of the Acquisition. Mondi Group has the option to repay the bond early, subject to a make whole premium during the period to July 2014.  

Following the completion of the Acquisition, Mondi Group will reorganize its Europe & International Division into four businesses. These will be Uncoated Fine Paper (“UFP”), Packaging Papers, Fibre Packaging and Consumer Packaging. Nordenia will form part of the Consumer Packaging business which will be led by Ralph Landwehr. Further details of the Group’s restated historical segmental information will be given at the time of the Group’s half yearly results announcement.

Mondi Group’s existing Consumer Packaging business produces pre-made bags, re-closable bags, stand-up pouches and advanced films and laminates, primarily for the packaging of consumer goods. For the year ended December 31, 2011, Mondi Group’s Consumer Packaging business generated revenues of $281 million euros, EBITDA of $30 million euros and return on capital employed (“ROCE”) of 17 percent.

The acquisition of Nordenia offers significant benefits and opportunities for Mondi Group:

--Creates a leading consumer packaging business through the combination of Nordenia and Mondi Group’s existing consumer packaging activities.

--Enables the Group to build on deep, long-term customer relationships across both businesses.

--Brings an established platform in high-growth emerging markets. Mondi Group expects to capitalize on Nordenia’s leading technology, product portfolio, customer know-how and manufacturing capability to expand further in these regions.   --Is expected to deliver pre-tax cost synergies in excess of $15 million euros per annum by 2014, in addition to the potential revenue opportunities created by the combination.

The Acquisition is categorized as a Category 2 transaction as defined by the JSE’s Listings Requirements, and as a Class 2 transaction as defined by the UK Listing Authority’s Listing Rules and does not require shareholders’ approval.

The effective date of the Acquisition will be determined upon fulfillment of the aforementioned conditions, which is expected in the fourth quarter of 2012. Mondi Group shareholders will be advised when all the precedent conditions are fulfilled and the Acquisition becomes effective.

Mondi Group has received financial advice from Rothschild in relation to the Acquisition. Mondi Group will announce its half-yearly results for the 6 months to June 30, 2012 on August 7, 2012.

Mondi Group

www.mondigroup.com  

Nordenia

www.nordenia.com