Graphic Packaging Holding Company · NYSE:GPK
Graphic Packaging — Riverwood Holding — Merger or Acquisition (May 2003)
23 slides from Graphic Packaging's merger presentation, May 19, 2003
Slide 1: Graphic Packaging Corporation, May 19, 2003
Filed by Riverwood Holding, Inc Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 144-12 of the Securities Exchange Act of 1934 Subject Company: Riverwood Holding, Inc Commission File No. 383-104928 Graphic Packaging Corporation May 19, 2003
Slide 2: Forward Looking Statements
Forward Looking Statements It should be noted that this presentation 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 21 of the Securities Exchange Act of 1934, as amended. Such
Slide 3: Presenters
Presenters: Jeffrey Coors Steve Humphrey Executive Chairman Chief Executive Officer ~ RIVERWOOD '@B INTERNATIONAL
Slide 4: Exciting Combination Will Drive Shareholder Value
Exciting Combination Will Drive Shareholder Value Create premier value-added packaging company serving the beverage, food and consumer products industries » Leading positions in attractive, high margin end markets with enhanced revenue growth opportunities » Increased system integration and scale to
Slide 5: Leading Positions in Attractive High Margin End Markets
Leading Positions in Attractive High Margin End Markets Premier valued-added Paperboard packaging company Revenues: $2.38 EBITDA (pre-synergies): $413mm (18.1%) EBITDA (with synergies): $468mm (20.5%) Graphic Packaging Riverwood » #1 in Consumer Products > #1 in Beverage > $1.1B Revenue > $1.28 Reve
Slide 6: Transaction Overview
Transaction Overview Transaction Structure: Merger of Graphic Packaging into Riverwood subsidiary Exchange Ratio: One Riverwood share per Graphic Packaging share () Pro Forma Shares Outstanding: Approximately 204 million Ownership (): 57.5% Riverwood sharehalders 42.5% Graphic Packaging sharenalders
Slide 7: Preeminent Paperboard Packaging Company
Preeminent Paperboard Packaging Company Overall U.S. Folding Carton Market #1 position in food and consumer products packaging #1 position in beverage multiple packaging Graph Riverwood Packaging ‘Smurfit-Stone All Others. 51% Rock-Tenn Total ~ $8.6 Billion ao: Socks fmcpva peta matgemestertnahs re
Slide 8: Attractive Business Mix
Attractive Business Mix 2002 Revenue Mix Riverwood Graphic Packaging Consumer Products Beverage 25% 12% ae Containerboard consumer e7% a Products 28% NewCo Beverage 41% Consumer Products Containerboard 55% 4% RIVERWOOD INTERNATIONAL
Slide 9: Long Term, Blue-Chip Customer Relationships
Long Term, Blue-Chip Customer Relationships Riverwood Graphic Packaging Masterfoods OF TT The C&Ca Company Chef America Inc. Mars ao: SRVERWOOD a
Slide 10: Enhanced Growth Opportunities
Enhanced Growth Opportunities Cross-Selling Comprehensive Solution Leverage Riverwood’s Global Platform > Z-Flute® and ather CUK applications for Graphic Packaging’s consumer product customers > Laminated applications for Riverwood's beverage custamers > Combine Riverwoad's tatal system sales approa
Slide 11: Common Commitment to Cost Reduction
Common Commitment to Cost Reduction Graphic Packaging $78° million in Six Sigma savings fram 2000-2002 * Cost of Variation = 7.6% - real opportunities remain + SG&A as a % of sales reduced 380 bps over five years Low cost recycled board ml Low cost position with increased opportunities for improveme
Slide 12: Broad-Based Synergy Opportunities
Broad-Based Synergy Opportunities Operating Synergies Synergy Breakdown Other Opportunities » $55+ million already identified > Volume 30% Raw Materials 18% » Corporate 40% > SCRA 12% 700% » Year 1-40%, Year 2- 75%, Year 3 - 100% » Reduced combined capital expenditures > Efficient working capital ma
Slide 13: Business Strategy
Business Strategy Deliver Superior Financial Returns and Increase Shareholder Value » Strengthen #1 positions in paperboard packaging serving beverage and consumer goods customers » Maintain low cost converting operations and mill system » Exceed industry growth through innovative products and incre
Slide 14: Leverage Global Footprint
Leverage Global Footprint Global footprint with full service offering capabilities and strategic locations for optimization of production /lowest cost h ry > G Joi ventures carten Hants BrHesdayarirs (Marietta, a) RIVERWOOD INTERNATIONAL 3 & B
Slide 15: Total Integrated Packaging Solution
Total Integrated Packaging Solution » Low cost manufacturing assets » Broadest converting capability in the industry » Total customer packaging solution RIVERWOOD INTERNATIONAL “
Slide 16: Continued Cost Improvement Opportunities Remain
Continued Cost Improvement Opportunities Remain Traditional Cost of Poor Warranty Inspection Lost sales Telephone tag Late delivery Safety instalation Excess inventory Misplaced paperwork Long cycle times Time value of money Lost Opportunity Long set-up time, Expediting costs Excessive material inac
Slide 17: Leverage TQS Through the Organization
Leverage TQS Through the Organization Exosllanoe & Continuous Improvement pk Altainment {Reducing Normal Variation) Variation Reduction (Eliminating Special peice (cause Variation) a is ort urement Improvement Teams Infermation systems Enablers Rewards Systems Fitigile Organization, Wetrosiiescures
Slide 18: Growth Through Innovation
Growth Through Innovation Technology Focused on Customer Needs «Impulse Buy = * Freshness ¢ Durability « Ease of Use ¢ Brand « Extended ¢ Tear ¢ Time Saving Recognition Shelf Life Resistant a S&RIVERWOOD 1; 25 INTERNATIONAL
Slide 19: Financial Strategy
Financial Strategy Deliver Superior Financial Returns and Increase Shareholder Value » Drive revenue growth through strong existing and expanded customer relationships and new products » Maintain focus on cost reduction efforts and margins » Execute on high probability and other identified synergy o
Slide 20: Highly Accretive Transaction
Highly Accretive Transaction 2002 Pro Forma Combined (Gin millions, except EPS) EBITDA $413 $468 EBIT $214 $269 Net Income $37 $88 EPS $0.18 $0.43 Free Cash Flow $150 $200 Note: Proforma for JD Cahill acquison and adds-back 64mm of Kalamazoo labor dispute cost S{RIVERWOOD 4g '@B INTERNATIONAL
Slide 21: Strengthens Financial Position
Strengthens Financial Position 2002 Pro Forma Combined (in millions) Total Assets $3,000 Net Debt $2,154 Net DebtvEBITDA 5.2x Note: Proforma for JD Cahill acquison and adds back $45mm Kalamaz0c labor dispute costs ao: $3,000 $2,154 46x ~ RIVERWOOD '@B INTERNATIONAL 20
Slide 22: Exciting Combination Will Drive Shareholder Value
Exciting Combination Will Drive Shareholder Value Create premier value-added packaging company serving the beverage, food and consumer products industries » Leading positions in attractive, high margin end markets with enhanced revenue growth opportunities » Increased system integration and scale to
Slide 23: Searchable text section of graphics shown above
Searchable text section of graphics shown above 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 Graphic Pack