Rexam Plc.

views updated

Rexam Plc.

114 Knightsbridge
London SWIX 7NN
United Kingdom
Telephone: (0171) 584-7070
Fax: (0171) 581-1149
Web site: http://www.rexam.co.uk

Public Company
Incorporated: 1910 as W.V. Bowater & Sons, Limited
Employees: 22,700
Sales: £1.90 billion (US$3.15 billion) (1998)
Stock Exchanges: London Toronto Montreal NASDAQ
Ticker Symbol: REXMY
NAIC: 322212 Folding Paperboard Box Manufacturing; 322215 Nonfolding Sanitary Food Container Manufacturing; 322221 Coated and Laminated Packaging Paper and Plastics Film Manufacturing; 322222 Coated and Laminated Paper Manufacturing; 322223 Plastics, Foil, and Coated Paper Bag Manufacturing; 325992 Photographic Film, Paper, Plate, and Chemical Manufacturing; 326160 Plastics Bottle Manufacturing; 326199 All Other Plastics Product Manufacturing; 327213 Glass Container Manufacturing; 332431 Metal Can Manufacturing; 333298 All Other Industrial Machinery Manufacturing; 333513 Machine Tool (Metal Forming Types) Manufacturing

Rexam PLC is one of the world’s ten largest consumer packaging companies. Its wide-ranging packaging operations are divided into four sectors: healthcare, with such products as sterilized medical packaging, pharmaceutical cartons, including child-resistant and tamper-evident containers, and blister packaging; beauty, with fragrance sprays, skin-care pumps, lipstick cases, cosmetics compacts, and samplers; specialty foods, with thin-wall plastic containers and trays, flexible packaging solutions, and carton systems for such liquids as milk and juice; and beverages, with metal cans and plastic bottles for beverages and glass bottles and containers for beverages, food, and healthcare products. Approximately 70 percent of company revenues are generated from consumer packaging operations. Another 20 percent of revenues stem from Rexam’s coated films and papers sector, which offers coating and laminating services and products, including paint film for plastic automobile body parts; ink jet and electrographic material for imaging systems; release liners used for a wide range of tape, label, and medical applications; and latex saturated paper, which is coated, embossed, and sometimes printed for such applications as book and photo album covers, decorative packaging for jewelry and other consumer products, and security printing (e.g., passports, bank books). The remaining ten percent of revenue derives from the company’s building and engineering sector, which is composed of two autonomous businesses, both of which hold the number one global position in their business area: MiTek Inc., supplier of metal connector plates and engineering software for the building industry; and TBS Engineering Limited, maker of specialized machines for assembling lead acid batteries.

Paper Beginnings

William Vansittart Bowater was the firm’s founder. As a young man he joined James Wrigley & Sons, a Manchester papermaking firm, where he became a manager. He is reputed to have been ill-tempered, tyrannical, and hard-drinking, traits that eventually led to his dismissal by Wrigley. By 1881, at the age of 43, he was in business on his own in the City of London, the heart of the U.K. newspaper publishing and printing industries, operating as a paper wholesaler and as an agent for the purchase of newsprint on behalf of newspaper publishers. The final decades of the 19th century saw the birth of the popular press in Britain and soaring demand for newsprint. Bowater secured contracts with two of the most dynamic newspaper and magazine tycoons, Alfred Harms worth, publisher of the Daily Mail and the Daily Mirror, and Edward Lloyd, publisher of the Daily Chronicle. Three of William Bowater’s five sons joined him in partnership, and the firm—now renamed W.V. Bowater & Sons—gradually prospered and expanded, although in 1905 the personnel comprised only the four partners, six clerks, two typists, and an office boy.

The years immediately before World War I saw important developments in the management of the firm and in the pattern of its activities. The death of the founder in 1907 was followed three years later by Bowater’s adoption of limited liability as a private company (named W.V. Bowater & Sons, Limited). This status made it easier to bring the next generation into the business. In 1913 the head of the firm, Sir Thomas Vansittart Bowater, the founder’s eldest son, who was knighted in 1906, became lord mayor of London, leaving the running of the family business to his younger brothers. Besides wholesaling and agency activities, during the Edwardian era the company moved into large-scale dealing in wastepaper, including the export of surplus newspapers to the Far East, where they were used for the protection of young tea plants. These years also saw the commencement of the export of newsprint to Australia, leading to the establishment of a U.S. marketing subsidiary, Hudson Packaging & Paper Company, in 1914 and an office in Sydney, Australia, in 1919. These were the first steps in Bowater’s development into a multinational corporation.

World War I boosted newspaper sales and demand remained buoyant in the postwar years. Yet Bowater’s role as a middleman was increasingly uncomfortable in an industry in which there was more and more integration between newspaper publishers and newsprint manufacturers.

Interwar Period: Europe’s Largest Newsprint Manufacturer

Bowater’s first step towards becoming a paper manufacturer was the purchase of a site at Northfleet on the south side of the Thames estuary near Gravesend in May 1914. World War I interrupted the firm’s plans and it was not until 1923 that the construction of a paper mill could be considered. The contractor was Armstrong, Whitworth & Co. Limited, a major armaments manufacturer which turned to other activities after the end of the war and had recently built a paper mill at Corner Brook in Newfoundland. Bowater too had an interest in the Corner Brook development, since its U.S. marketing subsidiary was sole agent for the sale of Corner Brook’s output. There were serious flaws in Armstrong’s design of the Northfleet mill, and modifications had to be made during construction. These changes led to large cost overruns and delayed the commencement of full production from July 1925 until almost a year later.

The resolution of the serious problems at Northfleet was the work of Eric Bowater and this achievement was his stepping stone to the leadership of the firm. A grandson of the founder, he entered the firm in 1921. In 1927, at the age of 32, he became chairman and managing director of W.V. Bowater & Sons and was the leading figure in the firm for the following three and a half decades. He dominated Bowater’s affairs by sheer force of personality. There was no doubt of his utter dedication to his company’s success, yet his austerity and aloofness inspired admiration rather than affection. He behaved as if he owned the firm, although it became a public company in 1927, and relied heavily upon a small circle of close advisers.

Key Dates:

1881:: William Vansittart Bowater opens business as a paper wholesaler and newsprint purchasing agent.
1910:: Company is incorporated as W.V. Bowater & Sons, Limited.
1926:: Expansion into paper manufacturing begins with the start-up of the company’s first paper mill.
1927:: Eric Bowater, grandson of founder, becomes chairman and managing director; firm becomes a public company.
1936:: Purchase of two more paper mills gives the company 60 percent of the U.K. newsprint market and makes it the number one newsprint company in Europe.
1938:: Company expands into pulp with the purchase of pulp mills in Sweden, Norway, and Canada.
1944:: Diversification into paper packaging begins with purchase of Acme Corrugated Cases.
1947:: Company is made into a holding company with the new name Bowater Paper Corporation.
1954:: Production begins at first U.S. paper mill in Cal-houn, Tennessee.
1984:: North American newsprint and pulp operations are demerged from the rest of the firm, as Bowater Inc.; U.K. rump changes name to Bowater Industries plc.
1987:: North Carolina-based Rexham Corporation, maker of coated and laminated products, is acquired for US$240 million.
1990:: Norton Opax PLC, a specialized print and packaging group, is acquired for £382 million; company changes its name to Bowater PLC.
1993:: Specialty Coatings International Inc., a U.S. maker of coated products, is bought for £297.7 million.
1995:: Company changes its name to Rexam PLC.
1996:: Major restructuring is launched.
1999:: Swedish beverage packaging firm PLM is acquired for £588 million.

Eric Bowater was determined to establish Bowater as a major force in U.K. papermaking as fast as possible. To this end he negotiated the sale of a controlling interest in the firm to the newspaper magnate Lord Rothermere, which reduced the family’s shareholding to 40 percent. Rothermere’s backing allowed Bowater to raise the finance to double the output of the Northfleet mill in 1928. He looked immediately for further opportunities to expand and a new project was initiated to build a large paper mill on the Mersey, near Liverpool, which was financed jointly by Bowater, Rothermere, and Beaverbrook newspapers. The latter entered a long-term contract to receive supplies of newsprint from the new undertaking. By the end of 1930 the output of Bowater’s mills was 175,000 tons of newsprint per year, 22 percent of the U.K.’s total output. In order to achieve this result, it had been necessary to cede control of the business to a pair of press barons. Rothermere’s business, however, was badly affected by the slump at the beginning of the 1930s and in 1932, to raise cash, he sold his Bowater shareholding back to Bowater. Beaverbrook followed suit. Eric Bowater thus found himself in absolute control of the firm again, now the U.K.’s largest newsprint producer.

Newspaper circulations rose again in the 1930s and Eric Bowater’s response was to double the capacity of the Mersey mills. Even more audacious was his purchase in 1936 of paper mills at Sittingbourne and Kemsley from Edward Lloyd Ltd., which doubled the firm’s output of newsprint to around 500,000 tons per annum. In little more than a decade since the start of manufacturing, Bowater was producing 60 percent of British newsprint and had become the largest newsprint undertaking in Europe.

The expansion of Bowater’s activities enabled the firm to take advantage of economies of scale, and it was a highly efficient and competitive producer. Nevertheless, it occupied a strategically vulnerable position between the producers of pulp, its raw material, and the consumers of paper, its finished product. In 1937 profits were squeezed hard by a large and unforeseen rise in pulp prices engineered by a cartel of Scandinavian producers. This was a chastening experience for Eric Bowater, who resolved to prevent its repetition by securing the firm’s own pulp supplies. Bowater immediately acquired interests in Swedish and Norwegian pulp mills and in 1938 it purchased the massive mill at Corner Brook, Newfoundland’s most important industrial undertaking with newsprint capacity of 200,000 tons per year and resources of 7,000 square miles of timberland. These moves were described by Eric Bowater as a “raw material insurance policy.” Thus by the eve of World War II Bowater was a multinational manufacturer producing 800,000 tons of newsprint annually and a host of other products for an international clientele.

1939–62: Expanding on Both Sides of the Atlantic

Wartime controls to divert resources to the war effort had a devastating impact on Bowater’s U.K. newsprint production, which fell to a fifth of the prewar level. The Northfleet mill closed down completely, “a heart-breaking sight,” as the chairman commented. Bowater himself was diverted from the firm’s affairs from 1940 to 1945 by work for the Ministry of Aircraft Production, for which he was knighted in 1944. Since a rapid revival of demand for newsprint appeared unlikely, Sir Eric Bowater adopted a policy of diversification into paper packaging. This diversification began with the purchase of Acme Corrugated Cases in 1944, and in 1947, these interests were organized into a wholly owned subsidiary, Associated Bowater Industries. The war had much less impact upon Bowater’s North American operations, since U.S. demand for newsprint experienced only a brief downturn before resuming a vigorous advance. From 1944 to 1950 U.S. consumption almost doubled. During the downturn, Bowater adopted a policy of accepting losses on contracts with U.S. newspapers in order to maintain its client base. The firm was soon rewarded, and in 1946 it was necessary to add a further 75,000 tons capacity at Corner Brook to meet the order-book. The end of the war was a fitting time for a major reorganization of the firm that had developed piecemeal during the previous two decades. In 1947 a streamlined structure was instituted, in which a number of wholly owned operating companies reported to a holding company which was given a new name, the Bowater Paper Corporation.

For Sir Eric Bowater the formation of the Bowater Paper Corporation marked a new point of departure. Over the ensuing decade and a half he worked tirelessly to build up the business on both sides of the Atlantic. In the United Kingdom, the strategy of diversification away from newsprint continued through the late 1940s and early 1950s with further acquisitions of paper products firms. In North America, by contrast, the relentless rise in U.S. demand for newsprint led to the construction of a paper mill at Calhoun, Tennessee, marking the firm’s debut as a producer in the United States. The choice of location was determined not only by the availability of timber but also by its proximity to a group of Southern newspapers with which the firm had strong and longstanding connections. Financing the simultaneous expansions in the United Kingdom and the United States almost proved too much, but once again Bowater’s personality saved the day: “The crowning glory of my business life,” remarked Bowater when production began at Calhoun in October 1954. Six months later, it was producing 145,000 tons of newsprint yearly.

By the mid-1950s Bowater was the largest producer of newsprint in the world, a position Bowater had no intention of relinquishing. Eric Bowater’s strategy to ensure Bowater’s continued preeminence was further expansion. A plan made in 1956 envisaged a 60 percent increase in the company’s North American newsprint production to 840,000 tons per annum and a 40 percent expansion in the United Kingdom to 860,000 tons. To accomplish this increase, Bowater acquired the Mersey Paper Co. of Liverpool, Nova Scotia, which added a further 140,000 tons of newsprint output and doubled capacity at Calhoun. In the United Kingdom, the end of government paper control in 1956 inspired a resurgence of optimism regarding demand for newsprint, and further capacity was added at Kemsley and on Merseyside. As in the 1930s, self-sufficiency in raw materials was considered to be essential, leading to the opening of a new pulp mill at Catawba, South Carolina, in 1959. Self-sufficiency had previously been taken a step further by the formation of the firm’s own shipping fleet in 1954. Diversification continued to be an objective in the United Kingdom, leading to expansion of the building products and packaging activities and most importantly to entry into the rapidly growing tissue market through the acquisition of the St. Andrews tissue mill in 1955 and the formation in 1956 of the Bowater-Scott Corporation, a company jointly owned with the market leader in tissue technology, the Scott Paper Company of Philadelphia. Continental Europe was believed to offer tremendous growth potential and the late 1950s saw the establishment of a Bowater presence in Belgium, Switzerland, and Italy. The firm also became the largest newsprint maker in France, with the acquisition of the Les Papeteries de la Chapelle works with a capacity of 180,000 tons. The latter merged with Les Papeteries Darblay in 1968 to become Les Papeteries de la Chapelle-Darblay. In 1959 Bowater entered a joint venture to produce pulp and newsprint in New Zealand to supply the Australian market. This extensive expansion program required substantial funding and Bowater’s borrowings increased greatly.

By the beginning of the 1960s it was plain that Bowater’s strategy was flawed. Other competitors had made substantial investments in newsprint capacity and from 1957 the market was oversupplied, causing prices to weaken and profits to disappear, a very serious matter for the world’s largest producer of newsprint. In U.K. packaging the story was much the same. Although the expansion program was curtailed, the firm was already heavily burdened with debt and the advance into Europe continued to absorb capital. Matters were made worse by production problems at the new Catawba pulp mill and by the move to prestigious new headquarters in London’s Knightsbridge in 1958, which doubled per capita office costs. The death of Sir Eric Bowater in August 1962 in the midst of the financial crisis marked the end of an era in the history of Bowater.

1962–84: Retrenchment and Diversification

Retrenchment was a hallmark of Bowater’s strategy in the decade 1962–72. Between 1962 and 1969 the firm was led by Sir Christopher Chancellor, who made his reputation with Reuters and had previously been chairman of Odhams Press, and starting in 1969 by Martin Ritchie, who had joined the firm in 1956 when his family packaging business was acquired by Bowater. Overcapacity in U.K. newsprint was tackled by the conversion of machines to other types of papermaking, and eventually by closures, including Northfleet in 1973. Calhoun continued to be profitable in the 1960s. The problems at Catawba were solved. Corner Brook operations became unprofitable and capacity was cut. Overall, the reduction in capacity in the United Kingdom and North America by 1972 totaled 300,000 tons. In Europe, where the business had never lived up to Bowater’s expectations, there was wholesale retreat, culminating in the sale of the loss-making French company—Les Papeteries de la Chapelle-Darblay-in 1971. Diversification away from newsprint was the other side of the strategy, with successful expansion in areas of activity such as building products in the United Kingdom, and tissue production in both the United Kingdom and Australia.

Diversification on a dramatic scale was achieved in 1972 with the purchase of Ralli International, a commodity trading company whose sales were roughly equal to those of Bowater. Although the acquisition of Ralli fitted Bowater’s longstanding strategy of diversification, it was not a move initiated by the firm. It was proposed by the investment bank Slater Walker, which had close connections with Ralli, and Bowater’s assent was an opportunistic move to frustrate a hostile bid for the firm launched by Trafalgar House. Lord Eroll, a former Conservative minister, became chairman of the enlarged group in 1972. During the 1970s Bowater made further moves away from newsprint production in the United Kingdom, culminating in the closure of the last machine dedicated wholly to newsprint manufacture in 1982. The same year saw an output reduction of 130,000 tons in North America. The expansion of packaging, tissue products, and building products operations continued and there were some notable acquisitions in Germany. The firm also operated as a commodity trader on a large scale, in 1978 acquiring Gibbs Nathaniel, an importer of dried fruit, edible nuts, and other foodstuffs. There was little synergy between the two sides of the business and in 1981 the diversification of 1972 was reversed by the sale of Ralli.

1984–95: Focusing on Core Areas

The strategy of the mid-1980s to the mid-1990s—under a succession of three chairman: Aylmer Lenton, 1984–87, Norman Ireland, 1987–93, and Michael Woodhouse, 1993–96—was to focus upon activities in which the firm enjoyed managerial expertise and excellence. The strategy was taken to its logical conclusion in 1984 when the North American newsprint and pulp operations were demerged from the rest of the firm, as Bowater Inc. Bowater Industries pic, as the U.K.-based firm was known after the demerger, became a business with five functionally organized operating groups: packaging and industrial products, builders’ merchants group, building products group, freight services group, and Australian group. In the United Kingdom, the manufacture of packaging was the leading activity, as it became in the United States following the 1987 acquisition of the Rexham Corporation of North Carolina, specializing in coated and laminated products, for US$240 million (£136 million). This acquisition provided a new base for the development of the firm’s North American activities. The building products activities were mostly in the United Kingdom and Europe, though again a U.S. presence in this sector was secured in 1987 through the acquisition of an interest in St. Louis, Missouri-based MiTek, supplier of metal connector plates and engineering software for the building industry. Tissue manufacturing was the firm’s foremost activity in Australia following the acquisition of Scott’s 50 percent interest in Bowater-Scott of Australia in 1986, in return for the sale of Bowater’s interest in Bowater-Scott’s U.K. firm to Scott. Further consideration of Bowater’s strategic direction led in 1989 to the disposal of the freight group and in 1990 to the £382 million takeover of Norton Opax PLC, whose strengths lay in the complementary fields of printing and publishing. The creation of the combined entity was marked by a new name—Bowater PLC.

Bowater positioned itself in the early 1990s as a maker of products either fiber-based or resin-based. It organized its operations into four main clusters: packaging for medical and pharmaceutical products, packaging for toiletries and cosmetics markets, packaging for food and beverage markets, and coated products mainly for industrial markets. The company also maintained additional businesses in industrial packaging, security and special printing, building products, tissue, and engineering. This more tightly organized structure resulted from a number of significant acquisitions as well as additional divestments. In 1992 Bowater acquired DRG Packaging, a maker of food and healthcare packaging, for £216 million; and Cope Allman Packaging, a supplier of cosmetics and pharmaceutical packaging, for £235 million. During 1993 a total of £403 million was spent on acquisitions, the most noteworthy of which were: Specialty Coatings International Inc., a U.S. maker of coated products bought for £297.7 million; Tower Packaging, a U.S. maker of medical packaging bought from Baxter Healthcare Corporation for US$105 million; and the remaining stake in MiTek not already owned by Bowater. In late 1994 Bowater strengthened its cosmetics packaging operations through the £66 million acquisition of France-based SOFAB S A, a maker of pumps and valves used to dispense fragrances and cosmetics, as well as Pharmaceuticals. Then in early 1995 the company completed its gradual exit from the paper industry through the sale of its Australian tissue operations to Carter Holt Harvey of New Zealand for A$342 million (£158 million).

Through its numerous acquisitions and disposals during this period, Bowater not only refocused its operations on a more manageable number of core areas but also improved its overall financial performance. The company’s operating margin stood at 4.7 percent in 1986 but increased to 10.1 percent by 1994. During the same span, group revenues increased from £1.37 billion to £2.21 billion. Also by 1994 the acquisition of Rexham, among other developments, had once again gained the company a significant presence in North America, with that continent accounting for 41 percent of group profits. Bowater, however, had given up the right to use its corporate name in North and South America as part of the 1984 demerger of Bo water Inc. This led to increasing confusion, and to the company’s decision to change its name. In May 1995, then, Bowater PLC became Rexam PLC, a moniker concocted, according to the Financial Times, “when chief executive Mr. David Lyon removed the ‘h’ from Rexham while doodling on a note pad.” (Unbeknownst to Lyon, the Rexham name itself had a similar origin, having been created by the removal of the “w” from Wrexham, a town in Wales where one of that firm’s factories had been located.)

Late 1990s: Major Restructuring

In mid-1996 Woodhouse and Lyon both retired from their positions. Stepping in as chairman was Jeremy Lancaster, who had been the longtime chairman of the Wolseley building products group, while Rolf Börjesson was named chief executive, having previously served for eight years as chief executive of PLM AB, a beverage packaging company based in Sweden. The new management team took over a company reeling from the effects of market forces, most notably volatility in raw material prices in the second half of 1995 and the resultant customer demand during 1996 for less costly packaging designs. Sales in 1996 were subsequently flat and the company’s profit margin fell to 7.9 percent. Lancaster and Börjesson responded by reorganizing the company into seven market-focused sectors: food and beverage packaging (renamed specialty food packaging in 1997), industrial packaging, healthcare packaging, beauty packaging, printing, coated films and papers, and building and engineering. In December 1996 a separate subsidiary called Octagon was created that combined about 20 businesses identified as noncore and earmarked for disposal. With these actions, Rexam took a goodwill writeoff of £254 million during 1996, resulting in a net loss for the year of £238 million.

During 1997 Rexam divested 17 of the Octagon businesses as well as an additional three non-Octagon units. The jettisoned operations represented more than ten percent, or about £260 million, of group sales. The pruning continued in 1998 and 1999, with the completion of the Octagon disposal program and the selling off of several other businesses. In February 1999 Rexam sold its corrugated packaging division—an operation that comprised the bulk of the company’s industrial packaging sector—to SCA Packaging International BV for £195 million. Rexam began selling off its printing division in 1999 and in October sold its last windows manufacturing operation, Bowater Windows Limited, to a management-led buyout team for £122.5 million. The last of these sales left Rexam’s building and engineering sector with just two operations: MiTek and TBS Engineering.

In the midst of this major effort to “clear the decks,” in the words of Börjesson, Rexam began shopping for acquisitions to bolster its core packaging operations. The company’s largest purchase of the late 1990s came in late 1998 and early 1999 when it purchased PLM—Börjesson’s former employer—in two stages for a total of £588 million. PLM was the number four European maker of beverage packaging—including cans, plastic containers, and glass bottles—and its acquisition propelled Rexam into the number ten position among the world’s consumer packaging companies. It also provided Rexam with a much enlarged presence within Continental Europe, from which only about 12 percent of revenues were derived in 1998. PLM formed the core of a newly created beverage packaging sector. With the eventual completion of the disposal of Rexam’s printing sector, the company would enter the 21st century with six main sectors, four of which were in consumer packaging—healthcare, beauty, specialty food, and beverage—with the others being coated films and papers and a much reduced building and engineering unit. With its days as a conglomerate almost in the history books, Rexam appeared positioned for a new period of profitable growth and had about £1 billion available for additional acquisitions.

Principal Subsidiaries

MiTek Inc. (U.S.A.); Rexam France SA; Rexam Holdings Pty Limited (Australia); Rexam Inc. (U.S.A.); Rexam Overseas Holdings Limited; Rexam Packaging Limited; Rexam Printing Limited; Rexam UK Holdings Limited; TBS Engineering Limited.

Principal Operating Units

Coated Films and Papers Sector; Beauty Packaging Sector; Healthcare Packaging Sector; Beverage Packaging Sector; Specialty Food Packaging Sector; Building and Engineering Sector.

Principal Competitors

Alcoa Inc.; AptarGroup, Inc.; AssiDomän AB; Autobar Group Ltd.; Ball Corporation; Bemis Company, Inc.; Coster Technologic Speciali S.p.A.; Crown Cork & Seal Company, Inc.; Danisco A/S; E.I. du Pont de Nemours and Company; Elopak; Groupe Danone; Groupe Qualipac; Hitachi, Ltd.; Huhtamaki Van Leer Oyj; International Paper Company; Klöckner & Co. AG; Minnesota Mining and Manufacturing Company; Oce N.V.; Owens-Illinois, Inc.; Pactiv Corporation; Pechiney S.A.; Risdon-AMS Corp.; RPC Group PLC; Compagnie de SaintGobain; Schmalbach-Lubeca AG; Sihl GmbH; Techpack International; Tetra Laval International S.A.; Tetra Pak; Toyo Seikan Kaisha, Ltd.; VIAG AG; Yoshino.