Filed by Riverwood Holding, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Riverwood Holding, Inc.
Commission File No.: 333-104928
[RIVERWOOD INTERNATIONAL LETTERHEAD]
NEWS
Contacts: Chris Tofalli
Chuck Dohrenwend
Broadgate Consultants, Inc.
212-232-2226/2227
Gard Edgarton
Investor Relations and Corporate Communications
Graphic Packaging International Corporation
303-215-4619
RIVERWOOD HOLDING AND GRAPHIC PACKAGING ANNOUNCE
THE EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
ATLANTA, GA and GOLDEN, CO, May 13 2003 - Riverwood Holding, Inc. and Graphic
Packaging International Corporation (NYSE:GPK) announced today that the 30-day
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(HSR) with respect to their previously announced plan to merge the two companies
expired yesterday at 11:59 p.m. Accordingly, the condition to the merger
requiring the expiration or termination of the Hart-Scott-Rodino waiting period
has been satisfied.
The merger is subject to customary closing conditions, including
approval by the shareholders of Graphic Packaging. The two companies continue to
anticipate that the merger will be completed during the third quarter.
As announced on March 26, 2003, Graphic Packaging and Riverwood signed
a definitive merger agreement that creates a global paperboard packaging company
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with leading market positions serving the beverage, food and consumer products
industries. Under the terms of the transaction, Graphic Packaging, the leader in
folding carton consumer products packaging, and Riverwood, the leader in
multi-pack beverage packaging, will merge in a stock transaction with an
enterprise value of approximately $3 billion.
ABOUT RIVERWOOD
Riverwood International Corporation is a leading integrated provider of
paperboard packaging solutions to multinational beverage and consumer products
companies. Headquartered in Atlanta, Riverwood has annual sales of over $1.2
billion and approximately 4,100 employees at its operations in six countries.
Riverwood has approximately $900 million in public debt outstanding and
represents substantially all of the business assets of Riverwood Holding, Inc. A
fund managed by Clayton, Dubilier, and Rice, Inc. led the $2.8 billion purchase
of Riverwood from Manville Corporation in March 1996. Additional information
about Riverwood can be found at www.riverwood.com.
ABOUT GRAPHIC PACKAGING
Graphic Packaging International Corporation (NYSE: GPK), with 2002
revenues of approximately $1.1 billion, is North America's leading folding
carton packaging supplier to the food, beverage and other consumable products
markets. The company's customers include some of the most instantly recognized
companies in the world. Graphic Packaging operates one large recycled paperboard
mill and 19 modern converting facilities as well as three research and design
centers located throughout the nation. The company holds over 150 U.S. patents
for its printing and package converting processes. Additional information about
the company can be found at www.graphicpkg.com.
FORWARD-LOOKING STATEMENTS
It should be noted that this announcement contains certain statements
that may be deemed to be "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of
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1934, as amended. Such forward-looking statements include, without limitation,
statements regarding the consummation of the proposed merger, its effect on
future earnings, or the enterprise value, cash flow or other operating results,
any other effect or benefit of the proposed merger, the expected timing of the
completion of the merger, market prospects, and any other statements that are
not historical facts. Riverwood and Graphic Packaging strongly encourage readers
to note that some or all of the assumptions upon which such forward-looking
statements are based are beyond its ability to control or estimate precisely,
and are subject to known and unknown risks and uncertainties. Such risks and
uncertainties include, but are not limited to, costs and difficulties related to
the integration of the businesses, costs, delays and other difficulties related
to the proposed merger, the ability to provide low cost, high quality products
and to become a single source supplier, the ability to satisfy the closing
conditions of the proposed merger, general economic conditions in the United
States and globally, actions by customers and other third parties, price
fluctuations in raw materials and energy costs, and other factors detailed in
Riverwood's and Graphic Packaging's filings with the Securities and Exchange
Commission (the "SEC"), which are available free of charge on the SEC's Web site
at WWW.SEC.GOV. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated. Riverwood and Graphic Packaging undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed transaction, Riverwood filed a
Registration Statement on Form S-4 with the SEC containing a preliminary proxy
statement/prospectus of Graphic Packaging and Riverwood and other relevant
documents. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors
may obtain the preliminary proxy statement/prospectus and other relevant
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documents filed with the SEC free of charge at the SEC's website at www.sec.gov.
In addition, copies of the preliminary proxy statement/prospectus and other
documents filed by Graphic Packaging or Riverwood with the SEC with respect to
the proposed transaction may be obtained free of charge by directing a request
to either: Graphic Packaging International Corporation, 4455 Table Mountain
Drive, Golden, Colorado 80403, Attention: Gard Edgarton, telephone:
1-877-608-2635, fax: 1-303-273-1571; or Riverwood International Corporation, 814
Livingston Court, Marietta, Georgia 30067, Attention: Dan Blount, telephone:
1-770-644-3000, fax: 1-770-644-2935.
PARTICIPANTS IN SOLICITATION
Graphic Packaging and Riverwood and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from Graphic Packaging's shareholders in connection with the proposed
transaction. Information concerning Graphic Packaging's directors and executive
officers is set forth in Graphic Packaging's proxy statement dated March 31,
2003, for the 2003 Annual Meeting of Shareholders, filed by Graphic Packaging
with the SEC. Information concerning Riverwood's directors and executive
officers is set forth in the annual report on Form 10-K for the year ended
December 31, 2002 filed by Riverwood with the SEC. Shareholders may obtain
additional information regarding the interests of such persons who may, under
the rules of the SEC, be considered to be participants in the solicitation of
Graphic Packaging's stockholders in connection with the proposed transaction by
reading the proxy statement/prospectus. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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