お知らせ • Mar 07
ProAmpac Intermediate, Inc. completed the acquisition of TC Transcontinental Packaging Inc. from Transcontinental Inc. (TSX:TCL.A).
ProAmpac Intermediate, Inc. signed a definitive agreement to acquire TC Transcontinental Packaging Inc. from Transcontinental Inc. (TSX:TCL.A) for CAD 2.1 billion on December 7, 2025. As part of the acquisition, ProAmpac Intermediate, Inc. will acquire all of the issued and outstanding shares of TC Transcontinental Packaging Inc. Under the terms of the acquisition, the consideration of CAD 2.1 billion ($1.51 billion) is subject to customary adjustments for debt and debt-like items, cash, and net working capital. The transaction represents an acquisition multiple of approximately of 8.7x on an IFRS basis, and 9.0x on a Pre-IFRS basis as of July 27, 2025. For the period ending July 27, 2025, TC Transcontinental Packaging Inc. reported total revenue of CAD 1.6 billion, EBIT of CAD 157.1 million and EBITDA of CAD 255.4 million. In case of termination of transaction, ProAmpac Intermediate, Inc. will pay a termination fee of CAD 93.7 million and seller will pay a termination fee of CAD 93.7 million.
The transaction is is subject to shareholder approval, regulatory approvals and other customary conditions. The board of directors of Transcontinental Inc has unanimously determined that the Transaction is in the best interest of the Corporation and will unanimously recommend that shareholders vote in favor of the Transaction at the Meeting. The transaction is expected to close in the first quarter of calendar 2026. The proceeds from the transaction will be will be distributed to the shareholders of Transcontinental Inc, while the remaining proceeds will be used to continue to reduce net indebtedness. As of February 2, 2026, TC Transcontinental shareholders approved the sale. As of February 25, 2026, the waiting periods under the Competition Act (Canada) and the Hart-Scott Rodino Antitrust Improvements Act of 1976 (U.S.A.), as amended, have either expired or been terminated. The transaction is now expected to close on March 6, 2026.
Goldman Sachs & Co. LLC acted as lead financial advisor to ProAmpac Intermediate, Inc. J.P. Morgan Securities LLC acted as financial advisor to ProAmpac Intermediate, Inc. Adam Wexner, Kevin Stocks, Alexander Romano, Michelle Kilkenney, Carolyn Aiken, Alborz Tolou, Rachel Cantor and Rebecca Fine of Kirkland & Ellis LLP acted as legal advisor to ProAmpac Intermediate, Inc. Shevaun McGrath, Heidi Gordon, Debbie Salzberger, Una Radoja, Justin Lapedus, Jason Phelan, Martha Harrison, Patrick Pengelly, Donovan Plomp, Kelleher Lynch, Sarit Pandya, Marie-Josée Marcoux, Raj Juneja and Michael Scherman of McCarthy Tétrault LLP acted as legal advisor to ProAmpac Intermediate, Inc. CIBC World Markets, Inc. acted as financial advisor and fairness opinion provider to Transcontinental Inc. RBC Dominion Securities Inc. acted as financial advisor and fairness opinion provider to Transcontinental Inc. Stikeman Elliott LLP acted as legal advisor to Transcontinental Inc. Richard Aldridge, Jack Sheehan, Doneld Shelkey, Harry Robins, Joshua Goodman, Paul Gordon, Jared Sanders, Patricia Brennan, Randy McGeorge, Christopher J. McAuliffe and Eric Marcuson of Morgan, Lewis & Bockius LLP acted as legal advisor to Transcontinental Inc. TSX Trust Company acted as transfer agent for Transcontinental Inc.
ProAmpac Intermediate, Inc. completed the acquisition of TC Transcontinental Packaging Inc. from Transcontinental Inc. (TSX:TCL.A) on March 6, 2026.