Sonoco Acquires Full Control of Sonoco-Alcore

TL;DR

Sonoco buys out its partner in Sonoco-Alcore, taking full control of the European packaging JV.

AI Summary

On August 20, 2024, Sonoco Products Company entered into a Material Definitive Agreement related to its acquisition of the remaining 50% interest in Sonoco-Alcore S.a.r.l. from its joint venture partner, Albéa S.A. This transaction is expected to be completed in the fourth quarter of 2024.

Why It Matters

This acquisition signifies Sonoco's move to fully own a significant European packaging business, potentially impacting its European market strategy and financial performance.

Risk Assessment

Risk Level: medium — The acquisition involves significant financial commitment and integration risks, and the actual impact on Sonoco's financial performance is yet to be fully realized.

Key Players & Entities

• Sonoco Products Company (company) — Registrant
• Albéa S.A. (company) — Joint Venture Partner
• Sonoco-Alcore S.a.r.l. (company) — Joint Venture
• August 20, 2024 (date) — Date of Material Definitive Agreement
• Fourth Quarter of 2024 (date) — Expected Completion Date

FAQ

Filing Documents

• tm2422481d1_8k.htm (8-K) — 35KB
• tm2422481d1_ex2-1.htm (EX-2.1) — 858KB
• 0001104659-24-092158.txt ( ) — 1252KB
• son-20240820.xsd (EX-101.SCH) — 3KB
• son-20240820_lab.xml (EX-101.LAB) — 33KB
• son-20240820_pre.xml (EX-101.PRE) — 22KB
• tm2422481d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On June 24, 2024, Sonoco Products Company, a South Carolina corporation (the "Company"), filed a Current Report on Form 8-K (the "Prior Form 8-K") with the Securities and Exchange Commission (the "SEC") reporting under Item 1.01 thereof that, on June 22, 2024, the Company, Titan Holdings Coperatief U.A., a cooperative with excluded liability ( coperatie met uitgesloten aansprakelijkheid ) incorporated under the laws of the Netherlands (the "Seller"), and Titan Holdings I B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of the Seller ("Eviosys"), entered into a Put Option Agreement (the "Put Option Agreement") pursuant to which the Company made a binding offer to acquire, on the terms and conditions set forth in an Equity Purchase Agreement executed by the Company and attached to the Put Option Agreement (the "Purchase Agreement"), all of the issued and outstanding equity interests in Eviosys (the "Purchased Interests", and such acquisition of the Purchased Interests, the "Transaction") from the Seller, subject to the terms and conditions of the Put Option Agreement, including the delivery by the Seller, on or prior to the Put Option Expiration Date (as defined in the Prior Form 8-K), of an exercise notice (the "Exercise Notice" and such agreement to sell the Purchased Interests, the "Put Option") in the form set forth in the Put Option Agreement. The Seller's exercise of the Put Option was subject to the completion of the Consultation Process (as defined in the Prior Form 8-K) with the European Works Council of Eviosys and its subsidiaries, as described in more detail in the Prior Form 8-K. The Consultation Process was completed on August 20, 2024. On August 22, 2024, the Seller delivered an Exercise Notice to the Company to exercise the Put Option and delivered to the Company a

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this Current Report on Form 8-K with respect to the proposed Transaction are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "assume", "believe", "committed", "continue", "could", "estimate", "expect", "focused", "future", "guidance", "likely", "may", "ongoing", "outlook", "potential", "seek", "strategy", "will", or the negative thereof, and similar expressions identify forward-looking statements.

Forward-looking statements contained in this Current

Forward-looking statements contained in this Current Report on Form 8-K are made based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning the Company's future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Risks and uncertainties include, among other things: risks related to the Transaction, including that the Transaction will not be consummated; the ability to receive regulatory approvals for the Transaction in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the Transaction; the ability to retain key employees and successfully integrate Eviosys; the Company's ability to realize estimated cost savings, synergies or other anticipated benefits of the Transaction, or that such benefits may take longer to realize than expected; diversion of management's attention; the potential impact of the announcement or consummation of the Transaction on relationships with clients and other third parties the operation of new manufacturing capabilities the availability, transportation and pricing of raw materials, energy and transportation, including the impact of potential changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and the ongoing conflict in Israel and Gaza), and the Company's ability to pas

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Equity Purchase Agreement, by and among Titan Holdings Coperatief U.A., Titan Holdings I B.V. and Sonoco Products Company, dated June 22, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SONOCO PRODUCTS COMPANY Date: August 23, 2024 By: /s/ Robert R. Dillard Robert R. Dillard Chief Financial Officer

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