El Prat de Llobregat, 31 March 2015.
Pursuant to article 82 of Act 24/1988, of 28 July, on Stock Exchange Markets and further to the Relevant Events published by La Seda de Barcelona, S.A. in liquidation ('LSB') with numbers 211,629 (on 6 October 2014) and 213,737 (on 5 November 2014), it is hereby informed that, in the framework of the competitive sale process of the supranational productive unit of the Packaging Division ('APPE Productive Unit') which the Insolvency Administrator of LSB is carrying it out following the sale rules approved by the Commercial Court number 1 of Barcelona, in which the voluntary insolvency proceedings of LSB and 12 of its subsidiaries are being processed, as of the date hereof it has been subscribed the corresponding sale and purchase agreement of the aforementioned APPE Productive Unit with the entity selected in said competitive process, the Luxembourg company Plastipak BAWT, S.à.r.l., subsidiary of Plastipak Holdings, Inc. ('Plastipak').
The subscription of the sale and purchase agreement has taken place after having obtained from the Commercial Court number 1 of Barcelona the corresponding sale authorization by means of a resolution dated 26 January 2015.
The sale and purchase agreement subscribed is subject to a number of conditions precedent, including the authorization of the transaction by the competent antitrust authorities. In this regard, if by 30 September 2015 not all conditions precedent have been fulfilled, any of the parties could terminate the sale and purchase agreement.
The APPE Productive Unit, which is the object of the sale, is formed by the productive assets of the companies APPE UK Ltd, APPE France SAS, APPE Deutschland GmbH, APPE Benelux NV and APPE Iberia SAU; the intellectual property rights held by LSB; as well as the shares representing the total share capital of the companies APPE Polska SpZoo, APPE Turkpack AS and APPE Maroc SARLAU. Regarding the sale of all the shares of the latter two companies, APPE Turkpack AS and APPE Maroc SARLAU, a 'waiver' from the lenders of the syndicated loan of LSB has been obtained, for the release of the guarantees granted by said two companies, provided that such 'waiver' shall be only effective as of the closing of the transaction and once certain conditions have been fulfilled.
The sale price of the APPE Productive Unit amounts to Euro 327,900,000, after assigning by the purchaser in its offer to the business and assets of the APPE Productive Unit a value of Euro 360,000,000 and deducting certain financial debt assumed and the commitments for pensions and labor liabilities. To the aforementioned price of Euro 327,900,000, and in accordance with the above mentioned Court resolution, it will be deducted as of the closing of the transaction the amount which results from the payment obligations expressly assumed by Plastipak, consisting of insolvency and against the estate credits, including labor, public, commercial, operative and working capital financial credits. Additionally, there will be an adjustment to the price on the basis of the actual working capital level as of the closing of the transaction.
As soon as the conditions precedent are fulfilled and the subsequent final closing of the transaction takes place, it will be duly informed to the market.
Yours faithfully,
José Vicente Estrada Esteban
Forest Partners, Estrada y Asociados, S.L.P.
Insolvency Administrator of La Seda de Barcelona, S.A. in liquidation
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