Avery Dennison Prices $800 Million Senior Notes Offering

Avery Dennison Corporation (NYSE: AVY) announced today that it has priced an underwritten public offering of $300 million aggregate principal amount of 0.850% Senior Notes due 2024 and $500 million aggregate principal amount of 2.250% Senior Notes due 2032. The Senior Notes due 2024 were priced at 99.991% of their principal amount and the Senior Notes due 2032 were priced at 99.592% of their principal amount. The offering is expected to close on August 18, 2021, subject to customary closing conditions.

Avery Dennison intends to use the net proceeds from the offering, together with cash on hand and credit facility and/or commercial paper borrowings, to finance a portion of the previously-announced acquisition of Vestcom or for other general corporate purposes.

The joint book-running managers for this offering are Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, with HSBC Securities (USA) Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank and Loop Capital Markets LLC as co-managers.

The offering is being made pursuant to an effective registration statement (containing a prospectus) that has been filed with the SEC. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A copy of the preliminary prospectus supplement and accompanying prospectus may also be obtained by calling Goldman Sachs & Co. LLC at toll-free at (866) 471-2526, BofA Securities, Inc. toll-free at (800) 294-1322, Citigroup Global Markets Inc. toll-free at (800) 831-9146 or J.P. Morgan Securities LLC collect at (212) 834-4533.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Avery Dennison

Avery Dennison Corporation (NYSE: AVY) is a global materials science company specializing in the design and manufacture of a wide variety of labeling and functional materials. The company’s products, which are used in nearly every major industry, include pressure-sensitive materials for labels and graphic applications; tapes and other bonding solutions for industrial, medical, and retail applications; tags, labels and embellishments for apparel; and radio frequency identification (RFID) solutions serving retail apparel and other markets. Headquartered in Glendale, California, the company employs more than 32,000 employees in more than 50 countries.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Certain statements contained in this document are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties. Forward-looking statements also include those related to the closing of this offering and the pending acquisition of Vestcom.

Actual results and trends may differ materially from historical or anticipated results depending on a variety of factors, including but are not limited to, risks and uncertainties relating to our ability to satisfy the conditions to closing the offering and our ability to complete the acquisition of Vestcom on the proposed terms or anticipated timeline, including risks and uncertainties related to securing the necessary regulatory approvals, financing and satisfaction of other closing conditions to complete the acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement related to the acquisition.

For a more detailed discussion of these and other factors, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Form 10-K, filed with the Securities and Exchange Commission on February 25, 2021 and subsequent quarterly reports on Form 10-Q.

The forward-looking statements included in this document are made only as of the date of this document, and we undertake no obligation to update these statements to reflect subsequent events or circumstances, other than as may be required by law.

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