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CCL Industries to Acquire Checkpoint Systems

Press Releases | By Checkpoint Systems | 09 March 2016

Checkpoint Systems, Inc. (NYSE:CKP), a leading global supplier of merchandise availability solutions for the retail industry, today announced that it has entered into a definitive agreement to be acquired by an affiliate of CCL Industries Inc., a world leader in specialty label and packaging solutions for global corporations, small business and consumers, for $10.15 per share in cash, for a total transaction value of approximately $443 million. The purchase price represents a premium of 29% over Checkpoint’s closing share price on March 1, 2016, and a 50% premium over the 30-day volume-weighted average price. The transaction is subject to specified closing conditions, including approval by a majority of Checkpoint’s shareholders.

Checkpoint’s board of directors has unanimously approved the merger agreement and recommends that its shareholders vote to approve the merger agreement. Checkpoint expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting will be announced when finalized.

“This transaction represents a highly attractive premium for Checkpoint’s shareholders,” said Checkpoint Systems President and Chief Executive Officer, George Babich. “CCL is a recognized global leader in labeling and packaging. Checkpoint, as a division of CCL upon closing, will be able to invest in and grow Checkpoint’s industry leading hardware, software and consumables to create a unique offering, the future of inventory management for brand owners and leading retailers worldwide,” said Mr. Babich.

In connection with this transaction, Morgan Stanley & Co. LLC is serving as financial advisor and Latham & Watkins LLP and Stradley Ronon Stevens & Young, LLP are serving as legal counsel to Checkpoint.

Checkpoint will file with the Securities and Exchange Commission a report on Form 8-K regarding the transaction, which will include the merger agreement.

This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities, and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.

Additional Information

A special shareholder meeting will be announced soon to obtain shareholder approval in connection with the proposed merger (the “Merger”) between the Company and CCL Industries Inc. (“CCL”). The Company expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed merger. Investors of the Company are urged to read the definitive proxy statement and other relevant materials carefully and in their entirety when they become available because they will contain important information about the Company, CCL and the proposed Merger. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Checkpoint with the SEC at the SEC’s website at www.sec.gov, at Checkpoint’s website at http://us.checkpointsystems.com or by sending a written request to the Company at 101 Wolf Drive, PO Box 188, Thorofare, New Jersey, Attention: General Counsel.

Last modified on Wednesday, 09 March 2016 16:40
Checkpoint Systems Checkpoint

Dominik Brosch

Global Account Manager
Checkpoint Systems GmbH

Phone: (+49) 6272–928 0

www.checkpointsystems.com
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