Approval marks another significant milestone
towards combining these highly complementary
businesses
ZURICH and EVANSVILLE, Ind., Feb. 26,
2025 /PRNewswire/ -- Amcor plc ("Amcor") (NYSE: AMCR,
ASX: AMC) and Berry Global Group, Inc. ("Berry") (NYSE: BERY) today
announced that at their respective shareholder meetings, held
yesterday, shareholders of both companies overwhelmingly voted to
approve the combination of these two companies. This approval
satisfies the shareholder vote condition for the combination,
originally announced in November
2024.
Together, Amcor and Berry will be among the global leaders in
consumer and healthcare packaging solutions with the combined
material science and innovation capabilities required to
revolutionize product development and better solve customers' needs
and consumers' sustainability aspirations. These two highly
complementary businesses are expected to grow faster together in
attractive categories and opportunities to further refine the
portfolio. With faster growth and $650
million of identified synergies, this combination is
expected to drive significant near- and long-term value for all
shareholders.
Amcor CEO Peter Konieczny
commented, "The resounding support from both companies'
shareholders marks another important milestone in bringing Amcor
and Berry together. Our combined company will be positioned to
serve customers better, grow faster and operate globally in a way
neither company could accomplish alone. Together, we have an
exciting and unique opportunity to truly transform the future of
packaging."
Berry CEO Kevin Kwilinski added,
"We are excited to take another important step toward finalizing
this combination between Berry and Amcor and are pleased the
shareholders of both companies clearly recognize the significant
opportunities we will have as one company to deliver enhanced value
for all stakeholders."
More than 71% of Amcor's outstanding shares were present or
represented by proxy, and more than 99% of these shares were voted
in favor of the relevant proposal. More than 83% of Berry's
outstanding shares were present or represented by proxy, and more
than 98% of these shares were voted in favor of the relevant
proposal. Amcor and Berry will each file the final voting results
with the US SEC on Form 8-K.
The combination is well advanced and is expected to close in mid
calendar year 2025, subject to closing conditions.
About Amcor
Amcor plc is a global leader in developing and producing
responsible packaging solutions across a variety of materials for
food, beverage, pharmaceutical, medical, home and personal-care,
and other products. Amcor works with leading companies around the
world to protect products, differentiate brands, and improve supply
chains. The Company offers a range of innovative, differentiating
flexible and rigid packaging, specialty cartons, closures and
services. The company is focused on making packaging that is
increasingly recyclable, reusable, lighter weight and made using an
increasing amount of recycled content. In fiscal year 2024, 41,000
Amcor people generated $13.6 billion
in annual sales from operations that span 212 locations in 40
countries. NYSE: AMCR; ASX: AMC
About Berry
Berry is a global leader in innovative packaging solutions that
we believe make life better for people and the planet. We do this
every day by leveraging our unmatched global capabilities,
sustainability leadership, and deep innovation expertise to serve
customers of all sizes around the world. Harnessing the strength in
our diversity and industry-leading talent of over 34,000 global
employees across more than 200 locations, we partner with customers
to develop, design, and manufacture innovative products with an eye
toward the circular economy. The challenges we solve and the
innovations we pioneer benefit our customers at every stage of
their journey.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy or exchange any securities or a
solicitation of any vote or approval in any jurisdiction. It
does not constitute a prospectus or prospectus equivalent
document. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
In connection with the proposed transaction between Amcor plc
("Amcor") and Berry Global Group ("Berry"), on January 13, 2025, Amcor filed with the Securities
and Exchange Commission (the "SEC") a registration statement on
Form S-4, as amended on January 21,
2025, containing a joint proxy statement of Amcor and Berry
that also constitutes a prospectus of Amcor. The registration
statement was declared effective by the SEC on January 23, 2025 and Amcor and Berry commenced
mailing the definitive joint proxy statement/prospectus to their
respective shareholders on or about January
23, 2025. INVESTORS AND SECURITY HOLDERS OF AMCOR AND
BERRY ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of the registration
statement and the definitive joint proxy statement/prospectus and
other documents filed with the SEC by Amcor or Berry through the
website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Amcor are available free of
charge on Amcor's website at amcor.com under the tab "Investors"
and under the heading "Financial Information" and subheading "SEC
Filings." Copies of the documents filed with the SEC by Berry
are available free of charge on Berry's website at berryglobal.com
under the tab "Investors" and under the heading "Financials" and
subheading "SEC Filings."
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements that are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Some of
these forward-looking statements can be identified by words like
"anticipate," "approximately," "believe," "continue," "could,"
"estimate," "expect," "forecast," "intend," "may," "outlook,"
"plan," "potential," "possible," "predict," "project," "target,"
"seek," "should," "will," or "would," the negative of these words,
other terms of similar meaning or the use of future dates. Such
statements, including projections as to the anticipated benefits of
the proposed transaction, the impact of the proposed transaction on
Amcor's and Berry's business and future financial and operating
results and prospects, the amount and timing of synergies from the
proposed transaction, the terms and scope of the expected financing
in connection with the proposed transaction, the aggregate amount
of indebtedness of the combined company following the closing of
the proposed transaction and the closing date for the proposed
transaction, are based on the current estimates, assumptions and
projections of the management of Amcor and Berry, and are qualified
by the inherent risks and uncertainties surrounding future
expectations generally. Actual results could differ materially from
those currently anticipated due to a number of risks and
uncertainties, many of which are beyond Amcor's and Berry's
control. None of Amcor, Berry or any of their respective directors,
executive officers, or advisors, provide any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements will actually occur,
or if any of them do occur, what impact they will have on the
business, results of operations or financial condition of Amcor or
Berry. Should any risks and uncertainties develop into actual
events, these developments could have a material adverse effect on
Amcor's and Berry's businesses, the proposed transaction and the
ability to successfully complete the proposed transaction and
realize its expected benefits. Risks and uncertainties that could
cause results to differ from expectations include, but are not
limited to, the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; the risk that the conditions to the completion of the
proposed transaction (including shareholder and regulatory
approvals) are not satisfied in a timely manner or at all; the
risks arising from the integration of the Amcor and Berry
businesses; the risk that the anticipated benefits of the proposed
transaction may not be realized when expected or at all; the risk
of unexpected costs or expenses resulting from the proposed
transaction; the risk of litigation related to the proposed
transaction; the risks related to disruption of management's time
from ongoing business operations as a result of the proposed
transaction; the risk that the proposed transaction may have an
adverse effect on the ability of Amcor and Berry to retain key
personnel and customers; and those risks discussed in Amcor's and
Berry's respective filings with the SEC. Forward looking statements
included herein are made only as of the date hereof and neither
Amcor nor Berry undertakes any obligation to update any
forward-looking statements, or any other information in this
communication, as a result of new information, future developments
or otherwise, or to correct any inaccuracies or omissions in them
which become apparent. All forward-looking statements in this
communication are qualified in their entirety by this cautionary
statement.
Note Regarding Use of Non-GAAP Financial Measures
Included in this communication are measures of financial
performance that are not calculated in accordance with U.S. GAAP.
These measures include annual cash flow, adjusted cash earnings per
share and certain cost, growth and financial synergies of the
combined company post consummation of the transaction.
In arriving at these non-GAAP measures, Amcor excludes items
that either have a non-recurring impact on the income statement or
which, in the judgment of our management, are items that, either as
a result of their nature or size, could, were they not singled out,
potentially cause investors to extrapolate future performance from
an improper base. These non-GAAP measures are presented for
illustrative purposes only, contain a variety of adjustments,
assumptions and preliminary estimates and are not necessarily
indicative of what the combined company's actual results of
operations or financial condition would be upon completion of the
merger.
In the view of Amcor's management, the estimated synergies
included in this communication were prepared on a reasonable basis,
reflecting the best available estimates and judgments of Amcor's
management at the time of preparation and presented as of the time
of preparation, to the best of Amcor's management's knowledge and
belief, the expected course of action and the expected performance
of the combined company. While presented with numerical
specificity, the estimated synergies presented herein are subject
to estimates and assumptions in many respects, inherently uncertain
and, as a result, subject to interpretation. The estimates and
assumptions used to prepare these estimated synergies may prove not
to be appropriate for any number of reasons, including general
economic conditions, trends in the packaging industry, including
trends in capital spending, inventory and unit production,
competition and the risks discussed under the sections entitled
"Cautionary Statement Regarding Forward-Looking Statements" and
"Risk Factors" in the Joint Proxy Statement. Such estimated
synergies do not take into account any circumstances or events
occurring after the date such information was prepared and also
reflect assumptions as to certain business decisions that are
subject to change.
These non-GAAP financial measures should not be construed in
isolation or as a substitute for, or superior to, results
determined in accordance with U.S. GAAP, are not reported by all of
Amcor's or Berry's competitors and may not be directly comparable
to similarly titled measures of Amcor's competitors given potential
differences in the exact method of calculation.
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SOURCE Amcor
