Benzinga | Sep 1, 2021 09:10AM EDT

Ardagh Group S.A. Announces Share-For-Share Exchange Offer To Acquire All Of Its Outstanding Class A Common Shares

Ardagh Group S.A. ("AGSA") (NYSE:ARD) today announced its intention to launch an exchange offer early next week to acquire all of its outstanding Class A Common Shares (the "AGSA Shares") in exchange for a portion of the shares of Ardagh Metal Packaging S.A. (NYSE:AMBP) ("AMPSA Shares") currently outstanding and held by AGSA. As previously announced, the AMPSA Shares commenced trading on the New York Stock Exchange on August 5, 2021, following the completion on August 4, 2021, of the transactions contemplated by the Business Combination Agreement among AGSA, AMPSA and Gores Holdings V, Inc., with AGSA retaining an 82% ownership interest in AMPSA. In connection with the proposed exchange offer, AMPSA publicly filed today a registration statement on Form F-4.

Following the expiration of the exchange offer, each AGSA Share validly tendered and not withdrawn will be exchanged for 2.5 AMPSA Shares.

Following the proposed exchange offer, AGSA intends to initiate the process for delisting of the AGSA Shares from the New York Stock Exchange and their deregistration under the Securities Exchange Act of 1934, as amended, which is intended to eliminate the inefficiencies resulting from both AGSA and AMPSA being publicly traded companies and having separate public reporting obligations.

Completion of the proposed exchange offer will be subject to the satisfaction of customary conditions, as well as a condition that at least two thirds of the AGSA Shares will be validly tendered into the exchange offer and not withdrawn.