Sealed Air to Acquire Automated Packaging Systems

Expands Automation, Technical Service and Sustainable Packaging
Offerings

  • Broadens portfolio to drive growth in e-commerce, fulfillment and food
    packaging markets
  • Extends leading automation, direct service expertise and total systems
    approach
  • Drives incremental growth and synergies; accretive to Adjusted EBITDA

CHARLOTTE, N.C.–(BUSINESS WIRE)–Sealed Air Corporation (NYSE: SEE) today announced it has signed a
definitive agreement to acquire Automated Packaging Systems, Inc. (APS),
a leading manufacturer of high-reliability, automated bagging systems,
for a purchase price of $510 million on a cash and debt free basis.

APS provides full flexible packaging systems, including industry leading
equipment, sustainable materials and technical services. Known for
inventing Autobag® bagging machines and pre-opened bags on a
roll, APS also offers three recycled film solutions under the EarthAware®
brand.

Founded in 1962 with headquarters in Streetsboro, Ohio, APS employs more
than 1,200 people, serves customers in over 60 countries and operates
seven manufacturing sites in the U.S. and U.K. In 2018, APS generated
$290 million in sales, an increase of approximately 10% year-over-year.

“Automated Packaging Systems is a market leader with unique and
innovative solutions, complete with automated equipment, materials and
services,” said Ted Doheny, Sealed Air President and CEO. “The addition
of APS is well aligned with our Reinvent SEE goal of doubling our
innovation rate over the next five years. This transaction expands the
breadth of our automated solutions and sustainable packaging offerings,
giving us access to growth opportunities in the markets we serve.”

“We look forward to working with the talented employees of APS. Their
culture of operational excellence, creative collaboration and innovation
built over 57 years is recognized and shared by Sealed Air,” continued
Doheny. “We are confident that the APS business will thrive as part of
our platform, given our global reach, distribution network and supply
chain operations.”

Benefits of the Transaction

Expands Protective Packaging with Complementary Solutions and
Services

APS brings highly complementary and additive capabilities to Sealed Air,
including expertise in engineering, automation technology and
sustainability, which strengthens the Company’s protective packaging
solutions.

Accelerates Innovation, Consistent with Reinvent SEE Strategy

APS has a long track record of growth and innovation through machine
automation and converting technologies, supported by a robust patent
portfolio.

Drives Growth Opportunities, Cost Synergies and Accretive to
Adjusted EBITDA

Sealed Air will benefit from cross-selling opportunities enabling
additional growth in key markets. The Company also expects cost
synergies resulting from supply chain efficiencies. The transaction is
expected to be accretive to Adjusted EBITDA in 2019.

Financing and Approvals

Sealed Air intends to use cash on hand and credit facilities to finance
the transaction. The transaction is expected to close early in the third
quarter of 2019, subject to applicable regulatory reviews and customary
closing conditions. Upon the transaction closing, the Company plans to
update its 2019 full year outlook on the second quarter earnings
conference call, which is tentatively scheduled for July 31, 2019.

Advisors

Goldman Sachs & Co. LLC served as exclusive financial advisor and K&L
Gates LLP acted as legal advisor to Sealed Air.

Conference Call and Webcast:

Sealed Air will release its first quarter 2019 results Wednesday, May 1,
2019 at 7 a.m. ET and will host a conference call and webcast May 1,
2019 at 10 a.m. ET. The Company will discuss the transaction during this
call. The live conference call webcast is accessible from Sealed Air’s
investor webpage at sealedair.com/investors. A replay of the webcast
will be available thereafter.

Investors who cannot access the webcast may listen to the conference
call live via phone at 855.472.5411 (domestic) or 330.863.3389
(international) by using participant code 3499158. Telephonic replay of
the webcast will be available starting at 1 p.m. ET on Wednesday, May 1,
2019 and will end Friday, May 31, 2019 at 1 p.m. ET. To hear the replay,
call 855.859.2056 (domestic) or 404.537.3406 (international) and use
confirmation code 3499158.

About Sealed Air
Sealed Air partners with customers to solve
their most critical packaging challenges with innovative solutions that
leave our world, environment, and communities better than we found them.
Our portfolio of widely recognized brands includes Cryovac®
food packaging and Bubble Wrap® protective packaging which
respectively enable a safer, more efficient food supply chain and
protect valuable goods shipped around the world. Sealed Air generated
$4.7 billion in sales in 2018 and has approximately 15,500 employees who
serve customers in 123 countries. To learn more, visit sealedair.com.

Website Information
We routinely post important information
for investors on our website, www.sealedair.com, in the Investors
section. We use this website as a means of disclosing material,
non-public information and for complying with our disclosure obligations
under Regulation FD. Accordingly, investors should monitor the Investors
section of our website, in addition to following our press releases, SEC
filings, public conference calls, presentations and webcasts. The
information contained on, or that may be accessed through, our website
is not incorporated by reference into, and is not a part of, this
document.

Forward-Looking Statements
This press release contains
“forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
concerning our business, consolidated financial condition and results of
operations. Forward-looking statements are subject to risks and
uncertainties, many of which are outside our control, which could cause
actual results to differ materially from these statements. Therefore,
you should not rely on any of these forward-looking statements.
Forward-looking statements can be identified by such words as
“anticipate,” “believe,” “plan,” “assume,” “could,” “should,”
“estimate,” “expect,” “intend,” “potential,” “seek,” “predict,” “may,”
“will” and similar references to future periods. All statements other
than statements of historical facts included in this press release
regarding our strategies, prospects, financial condition, operations,
costs, plans and objectives are forward-looking statements. Examples of
forward-looking statements include, among others, statements we make
regarding expected future operating results, expectations regarding the
results of restructuring and other programs, anticipated levels of
capital expenditures and expectations of the effect on our financial
condition of claims, litigation, environmental costs, contingent
liabilities and governmental and regulatory investigations and
proceedings. The following are important factors that we believe could
cause actual results to differ materially from those in our
forward-looking statements: global economic and political conditions,
currency translation and devaluation effects, changes in raw material
pricing and availability, competitive conditions, the success of new
product offerings, consumer preferences, the effects of animal and
food-related health issues, pandemics, changes in energy costs,
environmental matters, the success of our restructuring activities, the
success of our financial growth, profitability, cash generation and
manufacturing strategies and our cost reduction and productivity
efforts, changes in our credit ratings, the tax benefit associated with
the Settlement agreement (as defined in our most recent Annual Report on
Form 10-K), regulatory actions and legal matters, and the other
information referenced in the “Risk Factors” section appearing in our
most recent Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, and as revised and updated by our Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Any forward-looking
statement made by us is based only on information currently available to
us and speaks only as of the date on which it is made. We undertake no
obligation to publicly update any forward-looking statement, whether
written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.

Contacts

Investors:
Lori Chaitman
704-503-8841

Media:
Pam Davis
980-833-4084

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