Ann: EGM Shareholder Meeting Date, page-4

Amcor pounced on Berry merger after ‘Party A’ walked away, filings show


Berry Group agreed to sell itself to Australia’s Amcor in a $13 billion transaction after five months of negotiations with a rival broke down, according to new documents filed with regulators in the United States.
The Securities and Exchange Commission disclosures also show Amcor, the world’s largest consumer packaging business, will have to pay $410 million if it calls off the merger. The deal was announced in November.
The all-scrip transaction will create a company with 400 packaging plants and 75,000 staff around the world.

An Amcor packaging plant in Italy. The company is already the largest consumer packaging goods business in the world, and is merging with Berry Group. Bloomberg
Under the merger plans, Amcor shareholders will own about 63 per cent of the combined group. Both Amcor and Berry shareholders will vote on the deal on February 25.
The deal continues aggressive global expansion for Amcor, which began in the early 1860s as a paper mill in Melbourne. It debuted on the New York Stock Exchange in 2019 but maintains a secondary listing on the ASX.


Some 45 per cent of Amcor shares are traded on the ASX. If the company merges with Berry, that figure is expected to reduce to 25 per cent.
The new filings show that Berry had been in discussions with another prospective buyer, known only as Party A, since January last year. In May, that company told Berry chief executive Kevin Kwilinski it was no longer interested, citing concerns that its “relative value would not be sufficiently recognised in a potential business combination with Berry”.
The documents, which outline the negotiations between Berry and Amcor, show the first offer, made on August 19, would have left shareholders of the smaller company owning 33.6 per cent of a combined group. By October, this had increased marginally to 34 per cent.
Amcor had engaged UBS and Boston Consulting Group to assist it in exploring its options. Berry engaged McKinsey to assess the potential benefits from merging with its larger packaging rival.
The Amcor business has 212 plants in 40 countries, producing bottles, plastic pouches and containers for food and healthcare customers.
The transaction, codenamed Project Spirit inside Amcor, forecasts that $994 million in costs can be stripped out of the enlarged group. Based in Evansville, Indiana’s third-largest city, Berry started life as Imperial Plastics in 1967, but it has more recently struggled to generate good returns.

Since becoming Berry’s chief executive in 2023, Mr Kwilinski has sold off assets and last year spun off its health, hygiene and speciality business into Glatfelter Corporation, a separate North Carolina-headquartered company.
The merger documents lodged overnight note the success of the transaction will hinge on the company’s ability to reduce those expenses. “The success of the merger will depend on, among other things, Amcor’s ability to successfully integrate its business with the business of Berry,” it reads.
In a note to clients after the transaction was announced, brokers at Macquarie said Amcor had a good track record of delivering savings from acquisitions like Bemis Company, a Wisconsin-based packaging group that it purchased in 2018 for about $9 billion.
The savings are expected to be realised over three years, with 60 per cent from lower procurement costs. “Amcor has done a good job delivering on $200 million ($320 million) Bemis cost synergies, delivering more than 10 per cent above original $US180 million target,” Macquarie brokers wrote.