Business Context and Reporting Period
Company: Avery Dennison Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: March 22, 2007
Event: Entry into a Material Definitive Agreement (Merger Agreement) with Paxar Corporation.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, or liquidity are not provided in this document.
- Transaction Consideration: $30.50 in cash per share of Paxar common stock.
- Equity Treatment: Paxar options and restricted stock awards will convert to weight-adjusted Avery Dennison equity instruments.
Material Changes
The primary material change is the execution of an Agreement and Plan of Merger dated March 22, 2007. Under the agreement:
- Avery Dennison's wholly-owned subsidiary, Alpha Acquisition Corp., will merge with and into Paxar Corporation.
- Paxar will survive as a wholly-owned subsidiary of Avery Dennison.
- The transaction requires approval from Paxar stockholders but does not require approval from Avery Dennison stockholders.
Guidance, Outlook, and Risks
Conditions to Closing: The merger is subject to customary conditions, including:
- Approval by holders of Paxar common stock.
- Expiration or termination of the Hart-Scott-Rodino waiting period and receipt of other regulatory approvals.
- Absence of laws or orders prohibiting the merger.
- Accuracy of representations and warranties and compliance with covenants.
Divestitures: The parties have agreed to use reasonable best efforts to obtain regulatory approvals, which may include business divestitures subject to certain limitations.
Termination Rights: The agreement includes termination rights for both parties. Certain termination scenarios may require the payment of termination fees and/or expenses.
Management Commentary: The filing explicitly states that the summary and agreement are not intended to modify or supplement factual disclosures in Avery Dennison's public reports. Investors are cautioned not to rely on representations and warranties in the agreement as characterizations of actual facts.
Investor Verification Checklist
- Verify the status of Paxar stockholder approval for the merger.
- Monitor regulatory filings for Hart-Scott-Rodino clearance and other antitrust approvals.
- Review the full text of the Merger Agreement (Exhibit 2.1) for specific termination fee amounts and conditions.
- Check for any subsequent announcements regarding required business divestitures to satisfy regulatory conditions.
- Confirm the treatment of Paxar employee equity awards in the conversion to Avery Dennison instruments.