Filed by Graphic Packaging International Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Graphic Packaging International
Corporation
Commission File No. 333-104928
(Riverwood Logo) (GPC Logo)
NEWS
Contacts: Chris Tofalli
Chuck Dohrenwend
Broadgate Consultants, Inc.
212-232-2226/2227
Gard Edgarton
Investor Relations and Corporation Communications
Graphic Packaging International Corporation
303-215-4619
RIVERWOOD HOLDING AND GRAPHIC PACKAGING ANNOUNCE
THE EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
ATLANTA, GA and GOLDEN, CO, May 13 2003 - Riverwood Holding,
Inc. and Graphic Packaging International Corporation
(NYSE:GPK) announced today that the 30-day waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (HSR) with respect to their previously
announced plan to merge the two companies expired
yesterday at 11:59 p.m. Accordingly, the condition to
the merger requiring the expiration or termination
of the Hart-Scott-Rodino waiting period has been satisfied.
The merger is subject to customary closing
conditions, including approval by the shareholders of
Graphic Packaging. The two companies continue to
anticipate that the merger will be completed during the
third quarter.
As announced on March 26, 2003, Graphic Packaging
and Riverwood signed a definitive merger agreement that
creates a global paperboard packaging company with leading
market positions serving the beverage, food and
consumer products industries. Under the terms of the
transaction, Graphic Packaging, the leader in folding carton
consumer products packaging, and Riverwood, the leader in
multi-pack beverage packaging, will merge in a stock
transaction with an enterprise value of approximately $3
billion.
About Riverwood
Riverwood International Corporation is a leading
integrated provider of paperboard packaging solutions to
multinational beverage and consumer products companies.
Headquartered in Atlanta, Riverwood has annual sales of over
$1.2 billion and approximately 4,100 employees at its
operations in six countries. Riverwood has approximately
$900 million in public debt outstanding and represents
substantially all of the business assets of Riverwood
Holding, Inc. A fund managed by Clayton, Dubilier, and
Rice, Inc. led the $2.8 billion purchase of Riverwood from
Manville Corporation in March 1996. Additional information
about Riverwood can be found at www.riverwood.com.
About Graphic Packaging
Graphic Packaging International Corporation (NYSE:
GPK), with 2002 revenues of approximately $1.1 billion, is
North America's leading folding carton packaging supplier to
the food, beverage and other consumable products markets.
The company's customers include some of the most instantly
recognized companies in the world. Graphic Packaging
operates one large recycled paperboard mill and 19 modern
converting facilities as well as three research and design
centers located throughout the nation. The company holds
over 150 U.S. patents for its printing and package
converting processes. Additional information about the
company can be found at www.graphicpkg.com.
Forward-Looking Statements
It should be noted that this announcement 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 21E of the
Securities Exchange Act of
1934, as amended. Such forward-looking statements include,
without limitation, statements regarding the consummation of
the proposed merger, its effect on future earnings, or the
enterprise value, cash flow or other operating results, any
other effect or benefit of the proposed merger, the expected
timing of the completion of the merger, market prospects,
and any other statements that are not historical facts.
Riverwood and Graphic Packaging strongly encourage readers
to note that some or all of the assumptions upon which such
forward-looking statements are based are beyond its ability
to control or estimate precisely, and are subject to known
and unknown risks and uncertainties. Such risks and
uncertainties include, but are not limited to, costs and
difficulties related to the integration of the businesses,
costs, delays and other difficulties related to the proposed
merger, the ability to provide low cost, high quality
products and to become a single source supplier, the ability
to satisfy the closing conditions of the proposed merger,
general economic conditions in the United States and
globally, actions by customers and other third parties,
price fluctuations in raw materials and energy costs, and
other factors detailed in Riverwood's and Graphic
Packaging's filings with the Securities and Exchange
Commission (the "SEC"), which are available free of charge
on the SEC's Web site at www.sec.gov. Should one or more
of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may
vary materially from those indicated. Riverwood and Graphic
Packaging undertake no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information
In connection with the proposed transaction, Riverwood
filed a Registration Statement on Form S-4 with the SEC
containing a preliminary proxy statement/prospectus of
Graphic Packaging and Riverwood and other relevant
documents. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION.
Investors may obtain the preliminary proxy
statement/prospectus and other relevant
documents filed with the SEC free of charge at the SEC's
website at www.sec.gov. In addition, copies of the
preliminary proxy statement/prospectus and other documents
filed by Graphic Packaging or Riverwood with the SEC with
respect to the proposed transaction may be obtained free of
charge by directing a request to either: Graphic Packaging
International Corporation, 4455 Table Mountain Drive,
Golden, Colorado 80403, Attention: Gard Edgarton, telephone:
1-877-608-2635, fax: 1-303-273-1571; or Riverwood
International Corporation, 814 Livingston Court, Marietta,
Georgia 30067, Attention: Dan Blount, telephone: 1-770-644-
3000, fax: 1-770-644-2935.
Participants in Solicitation
Graphic Packaging and Riverwood and their respective
directors and executive officers may be deemed to be
participants in the solicitation of proxies from Graphic
Packaging's shareholders in connection with the proposed
transaction. Information concerning Graphic Packaging's
directors and executive officers is set forth in Graphic
Packaging's proxy statement dated March 31, 2003, for the
2003 Annual Meeting of Shareholders, filed by Graphic
Packaging with the SEC. Information concerning Riverwood's
directors and executive officers is set forth in the annual
report on Form 10-K for the year ended December 31, 2002
filed by Riverwood with the SEC. Shareholders may obtain
additional information regarding the interests of such
persons who may, under the rules of the SEC, be considered
to be participants in the solicitation of Graphic
Packaging's stockholders in connection with the proposed
transaction by reading the proxy statement/prospectus.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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