News: AMC Amcor Limited And Bemis Company To Combine In US$6.8 Billion All-Stock Transaction

Aug 6 (Reuters) - Amcor Ltd (AMC) :

• AMCOR LIMITED AND BEMIS COMPANY, INC. TO COMBINE IN US$6.8 BILLION ALL-STOCK TRANSACTION
• AMCOR LTD - AMCOR TO ESTABLISH PRIMARY LISTING ON NYSE WITH ESTIMATED MARKET CAPITALIZATION OF US$17 BILLION AND TO MAINTAIN A LISTING ON ASX
• AMCOR LTD - AS PER DEAL, AMCOR SHAREHOLDERS TO OWN 71% & BEMIS SHAREHOLDERS TO OWN 29% OF COMBINED COMPANY
• AMCOR LTD - DEAL WILL BE EFFECTED AT A FIXED EXCHANGE RATIO OF 5.1 AMCOR SHARES FOR EACH BEMIS SHARE
• AMCOR LTD - TRANSACTION PRICE EQUIVALENT TO US$57.75 PER BEMIS SHARE
• AMCOR LTD - INTENDED THAT NEW AMCOR WILL BE TAX RESIDENT IN THE UK AFTER DEAL CLOSING
• AMCOR LTD - FROM DEAL, DOUBLE-DIGIT PRO-FORMA EPS ACCRETION FOR ALL SHAREHOLDERS INCLUDING RUN-RATE COST SYNERGIES OF US$180 MILLION
• AMCOR LTD - CASH AND TAX FREE TRANSACTION FOR SHAREHOLDERS IN A SHARE FOR SHARE EXCHANGE
• AMCOR - EXISTING AMCOR SHAREHOLDERS TO HAVE OPTION TO GET 1 NEW AMCOR ASX LISTED CDI OR ONE NEW AMCOR NYSE LISTED SHARE FOR EACH AMCOR SHARE HELD
• AMCOR LTD - AS PER DEAL, BEMIS SHAREHOLDERS WILL RECEIVE 5.1 NEW AMCOR NYSE SHARES FOR EACH BEMIS SHARE HELD
• AMCOR LTD - COMBINATION WILL BE EFFECTED THROUGH A MERGER OF CO, BEMIS INTO A NEWLY CREATED HOLDING CO; ‘NEW AMCOR’, INCORPORATED IN JERSEY
• AMCOR LTD - INTENDED THAT NEW AMCOR WILL BE TAX RESIDENT IN THE UK AFTER DEAL CLOSING.
• AMCOR - AMCOR’S CURRENT CHAIRMAN, GRAEME LIEBELT AND CURRENT CEO RON DELIA WILL CONTINUE IN THOSE ROLES AFTER THE TRANSACTION
• AMCOR - DELIA WILL CONTINUE TO SERVE AS THE ONLY EXECUTIVE DIRECTOR ON THE BOARD
• AMCOR - UPON COMPLETION OF DEAL, NEW AMCOR’S BOARD EXPECTED TO COMPRISE 11 MEMBERS, COMPRISING 8 CURRENT AMCOR DIRECTORS & 3 CURRENT BEMIS DIRECTORS
• AMCOR - POST DEAL CLOSE, FIRST ANNUAL DIVIDEND PAID BY NEW AMCOR EXPECTED TO BE NO LESS THAN VALUE OF LAST ANNUAL DIVIDEND/SHARE DECLARED BY CO