Silgan联合AIP以34亿美元EV收购Trivium并合并金属包装业务，获约23亿美元现金、保留60%股权，预计EPS与FCF增厚至少15%

NEWS RELEASE




Silgan Announces Strategic Portfolio Acceleration;
Establishes Partnership to Acquire Trivium
2026-10-19

Creates a $7.3 Billion Diversi ed Global Metal Packaging Business Providing Recyclable Solutions for Food and
Beverage Markets

Establishes Two Di erentiated Packaging Platforms, Metal Packaging and Dispensing Solutions, with Enhanced
Flexibility to Create Value for Shareholders and Customers

Metal Packaging Partnership with American Industrial Partners Provides ~$2.3 Billion of Cash Proceeds to Silgan
and 60% Ownership in the Partnership

Transaction Expected to Drive at least 15% Accretion to Silgan Adjusted EPS and Free Cash Flow, Including Expected
Synergies of $225 Million

Silgan to Host Conference Call Today at 8:00 a.m. ET

NORWALK, Conn. & AMSTERDAM & NEW YORK--(BUSINESS WIRE)-- Silgan Holdings Inc. (NYSE: SLGN) (“Silgan” or the
“Company”), Trivium Packaging B.V. (“Trivium”), and funds a liated with American Industrial Partners ("AIP") today
announced a proposed transaction that will combine Silgan's Metal Containers segment and Food and Beverage
Flat Cap Closures businesses with Trivium to create Silgan Metal Containers and Closures (“Silgan MCC”). The
combination is a transformational next step that accelerates Silgan’s portfolio evolution and will create a best-in-
class global supplier of metal packaging for essential consumer products, with complementary operations
principally in North America and Europe.

The all-cash acquisition values Trivium at an enterprise value of approximately $3.4 billion, representing 7.1x last
1
twelve months (“LTM”) Adjusted EBITDA, or 4.8x LTM Adjusted EBITDA including expected synergies of $225
million1. The transaction also values Silgan’s contributed Metal Containers segment and Food and Beverage Flat
Cap Closures businesses at an enterprise value of $3.8 billion, representing 8.1x LTM Adjusted EBITDA1.

In connection with the formation and capitalization of Silgan MCC, Silgan will receive approximately $2.3 billion of
cash proceeds, which will be used to retire certain existing debt, and retain 60% controlling ownership interest in
Silgan MCC. AIP will own the remaining 40% interest and contribute approximately $1.0 billion of cash equity to
support the acquisition and future growth of the business. The remaining Silgan MCC capitalization will be provided
by fully-committed debt nancing, and the partnership will establish an independent balance sheet that will be fully
consolidated into Silgan’s nancial statements.

Silgan's Dispensing and Custom Containers businesses will be combined into one segment and remain wholly
owned by Silgan. The new segment, which will be named Silgan Dispensing Solutions, will operate as a premium
specialty packaging platform serving attractive end markets with di erentiated products.

The funding structure will allow Silgan to capitalize on meaningful synergies, increase exibility to invest for growth,
and position both businesses for future value creation, without requiring meaningful incremental capital on behalf
of Silgan shareholders. AIP's capital contribution and industrial operating expertise will further support Silgan
MCC’s value creation objectives.

Commentary

“This strategic portfolio acceleration re ects our commitment to value creation through deliberate portfolio
construction and strategic capital deployment, enabled by the strength of our businesses and our exceptional
teams. I would like to personally thank Tony Allott and the entire Silgan team for their extensive e orts related to
this transaction,” said Adam Greenlee, President and Chief Executive O cer of Silgan. “We have tremendous
respect for Trivium and its employees and believe this combination creates an even more di erentiated global
partner for food and beverage packaging customers. This transaction is expected to generate substantial value for
shareholders, delivering approximately $2.3 billion of cash proceeds to Silgan while strengthening our global metal
packaging business. At the same time, it establishes two focused packaging platforms, each with distinct strategies
and opportunities.”

“Since 2019, Trivium has been a trusted provider of recyclable metal packaging products, serving over 800
customers around the globe. This transaction with Silgan and AIP marks the next step in our evolution, as we
collectively continue to deliver valuable packaging solutions to our customers and millions of consumers around
the world,” said Michael Mapes, Chief Executive O cer of Trivium. “With Silgan and AIP’s support, we will operate
with increased scale and reach to advance our vision of delivering high-quality, innovative, and recyclable packaging
2
products to consumers.”

“Silgan and Trivium are exceptional companies with strong track records, and we are excited to partner with them
to help execute this value-creating transaction and capture attractive opportunities for the combined business,”
said Dino Cusumano, Managing Partner of AIP. “We look forward to working with the Silgan and Trivium teams to
enhance the combined value proposition for customers.”

Compelling Strategic and Financial Bene ts

Accelerates Silgan portfolio evolution: Establishes two di erentiated packaging platforms – Silgan Dispensing
Solutions and Silgan MCC – with distinct customer sets, growth opportunities, and capital allocation priorities,
positioning both businesses for long-term value creation
Creates a premier, customer-focused global business in metal packaging: Brings together Silgan’s and
Trivium’s complementary footprints to better serve customers with an extended geographic reach, broader
product o ering, and greater security of supply. The scale of the combined business unlocks additional
opportunities to champion the unique attributes of metal packaging and its sustainability features, innovate
for value, and drive costs out of the supply chain – improving the total cost advantage for customers. The
predictable, cash-generative nature of this business provides for a compelling investment pro le
Positions Silgan for accelerated growth: Creates a focused Dispensing Solutions platform, serving premium
end markets with enhanced capacity to invest in innovation and customer partnerships. The new segment will
increase focus on growth through investment in high-value applications, expansion of capabilities into
attractive end markets and targeted inorganic opportunities. Additional nancial exibility provided by this
transaction will accelerate opportunities for Dispensing Solutions to drive these strategic initiatives
Unlocks substantial and unique synergy opportunity, leveraging Silgan’s proven playbook: Expected to
generate $225 million of synergies by the end of year three, through identi ed procurement, operational, and
SG&A initiatives. Annual synergies are expected to be approximately $75 million in year one and $150 million
in year two, and the transaction is expected to drive at least 15% adjusted EPS accretion for Silgan inclusive of
expected full run-rate synergies
Enhances capital allocation exibility: Delivers $2.3 billion of cash proceeds to Silgan while retaining
controlling ownership of Silgan MCC, reducing leverage of Dispensing Solutions and unlocking capital for
additional return-generating deployment
Increases strategic exibility: De nes a pathway to initiate a tax-free distribution and create two entities
uniquely positioned to achieve their strategic priorities

Transaction Details and Governance

The proposed acquisition of Trivium, which has been unanimously approved by the Silgan Board of Directors, is
3
expected to close mid-2027 and is subject to required regulatory approvals, completion of applicable works council
consultation processes, and satisfaction of other customary closing conditions.

In support of the proposed transactions, Silgan MCC has obtained fully-committed debt nancing from a
consortium of banks, as well as a fully-committed cash equity contribution from funds a liated with AIP.

Upon completion of the transaction, the Board of Directors of Silgan MCC will be comprised of three directors
nominated by Silgan to include Anthony J. Allott, Adam J. Greenlee, and Shawn C. Fabry, as well as two directors
nominated by AIP.

Silgan’s headquarters will remain in Norwalk, CT.

Outlook

In addition to announcing this transaction, the Company also con rmed its outlook for adjusted net income per
diluted share for the third quarter and full year of 2026.

Conference Call

Silgan will hold a conference call to discuss the proposed acquisition at 8:00 a.m. eastern time, today, October 19,
2026. The conference call audio will be webcast live, and both the webcast and this press release can be accessed at
www.silganholdings.com. Those who wish to participate in the conference call via teleconference from the U.S. and
Canada should dial (800)-330-6730 and from outside the U.S. and Canada should dial +1 (646)-769-9500. The
passcode for the conference call is 104050. The audio webcast can be accessed at www.silganholdings.com and
will be available for 90 days thereafter for anyone unable to listen to the live call.

Advisors and Financing

Wells Fargo is serving as lead nancial advisor to Silgan. BofA Securities is also serving as a nancial advisor in
connection with the transaction. Jenner & Block LLP is serving as legal counsel to Silgan, and Joele Frank, Wilkinson
Brimmer Katcher is serving as strategic communications advisor. Sidley Austin LLP is serving as legal counsel to
Silgan MCC.

Evercore is serving as lead nancial advisor to Trivium and its shareholders. J.P. Morgan and BMO Capital Markets
are also serving as nancial advisors in connection with the transaction. Weil, Gotshal & Manges LLP and Paul,
Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to Trivium and its shareholders.

Goldman Sachs & Co. LLC is serving as nancial advisor to AIP, and Simpson Thacher & Bartlett LLP is serving as
4
legal counsel to AIP.

Wells Fargo, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Deutsche Bank Securities, and BofA Securities are
providing fully-committed debt nancing to Silgan MCC for the transactions.

About Silgan Holdings Inc.

Silgan is a leading supplier of sustainable rigid packaging solutions for the world's essential consumer products with
annual net sales of approximately $6.5 billion in 2025. Silgan operates 120 manufacturing facilities in North and
South America, Europe, and Asia. The Company is a leading worldwide supplier of dispensing and specialty closures
for fragrance and beauty, food, beverage, personal and health care, home care, and lawn and garden products.
Silgan is also a principal supplier of metal containers in North America and Europe for pet and human food and
general line products. In addition, the Company is a supplier of custom containers for shelf-stable food and
personal care products in North America.

About Trivium Packaging

Trivium is a global supplier of in nitely-recyclable metal packaging for the world’s leading brands. Trivium has 57
locations worldwide and employs 7,200 people, with net sales of approximately $3 billion in 2025. For more
information, visit www.TriviumPackaging.com.

About American Industrial Partners

American Industrial Partners is an operational and engineering focused industrial private equity investor with
approximately $18 billion in assets under management. AIP seeks to achieve di erentiated returns by investing in
quality industrial businesses with strong management teams and working with those teams to implement
transformative Operating Agendas to build long-term value. The AIP team has deep roots in the industrial economy
and has completed over 145 platform and add-on acquisitions and invests in all forms of corporate acquisitions,
divestitures, management buyouts, recapitalizations, and going-private transactions. Current AIP portfolio
companies generate aggregate annual revenues of approximately $32 billion and employ 74,000+ employees as of
March 31, 2026.

Forward-Looking Statements

Statements included in this press release that are not historical facts are forward looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities
Exchange Act of 1934, as amended. Such forward looking statements are made based upon management's
5
expectations and beliefs concerning future events impacting the Company and therefore involve a number of
uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K
for 2025 and other lings with the Securities and Exchange Commission. Therefore, the actual results of operations
or nancial condition of the Company could di er materially from those expressed or implied in such forward
looking statements.

1 LTM Adjusted EBITDA gures as of June 30, 2026. Adjusted EPS and Adjusted EBITDA are non-GAAP nancial
measures, and reconciliations to the applicable GAAP nancial measures are contained in Appendix B to the
presentation given by Silgan today.

Silgan Holdings Inc. Contacts

Investor Relations:
Alexander Hutter
Senior Vice President, Strategy and Investor Relations
AHutter@silgan.com
203-406-3187

Media:
Leigh Parrish / Joseph Sala / Eliza Rothstein
Joele Frank, Wilkinson Brimmer Katcher
Media@silgan.com
212-355-4449

Trivium Packaging Contacts

Investor Relations:
Rogier Kloek
Vice President Treasury, Investor Relations, Insurance
Rogier.Kloek@TriviumPackaging.com
+31 6 2516 4186

Media:
Ti any Schlarman
Global PR & Marketing Communications Director
communications@triviumpackaging.com


6
AIP Contacts

Media:
Alex Yankus
Brunswick Group
917-818-5204
AIP@brunswickgroup.com

Source: Silgan Holdings Inc.




7