Cardia Bioplastics and Stellar Films announce proposed merger

Cardia Bioplastics has announced a proposed merger with privately held Australian company Stellar Films Group.

Under the terms of the merger, Cardia will acquire all of the shares and units issued in Stellar Films and issue ordinary shares in Cardia to Stellar Films’ owners. Following completion of the merger, Cardia shareholders will own 42% of the merged group and Stellar Films’ owners will own 58% of the merged group.

An Extraordinary General Meeting will be held for Cardia shareholders in early 2015.

The two companies originally partnered to produce Biohybrid films. Having worked together for three years, the strategic fit of the two businesses and the benefits of a merger have become apparent. Benefits to both companies include scale and geographic footprint of combined operations, market access and reach, production and operational savings, complementary intellectual property positions, resources to deliver business strategy and quality management teams.

The terms sheet sets out an exclusivity period from 21 November. During this time, the companies will undertake due diligence enquiries and act in good faith to agree the commercial terms of the proposed merger, and enter into a sales agreement.

“The Cardia Bioplastics Board is excited about the intended merger with Stellar Films Group, a business that will complement and strengthen our Cardia Bioplastics business in its product offering, market position and global reach,” said Richard Tegoni, Cardi Bioplastics Chairman.

“The combined business has the scale and resources to deliver the successful implementation of our profitable business growth strategy in our carrier bags, films and packaging, and waste management target market segments. We look forward to working with the Stellar Group Board and management to bring the merger transaction to a successful conclusion.”