Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE: BMS)
announce an important step toward closing their all-stock
transaction, with approval received from the European Commission on
11 February 2019.
A condition of this approval is an agreement to divest three
Bemis plants located in the United Kingdom and Ireland. Combined,
these plants generate approximately USD 170 million of annual
revenue from the sale of flexible packaging for certain healthcare
products. This approval preserves Amcor’s European healthcare
packaging business which is substantially larger and participates
in attractive, high value end markets.
The process toward securing required antitrust clearances and
other regulatory consents in all jurisdictions which are
conditional to closing have either been completed or are
progressing in line with expectations.
The transaction remains subject to regulatory approval in the
United States and Brazil, and the companies are in advanced
discussions with regulators in both countries. Those advanced
discussions include the potential for required remedies. Inclusive
of remedies required by the European Commission, collective
potential remedies would represent an immaterial proportion of the
total sales for the combined company and would not impact the USD
180 million of net cost synergies expected to be delivered by the
end of the third year following completion.
The transaction is expected to close in the second quarter of
calendar year 2019.
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 of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. Amcor Limited
(“Amcor”), its subsidiary Amcor plc
(f/k/a Arctic Jersey Limited) (“New
Amcor”) and Bemis Company, Inc. (“Bemis”) have identified some of these
forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “possible,” “will,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook”
or “continue,” the negative of these words, other terms of similar
meaning or the use of future dates. Forward-looking statements in
this communication include, without limitation, statements about
the anticipated benefits of the contemplated transactions,
including future financial and operating results and expected
synergies and cost savings related to the contemplated
transactions, the plans, objectives, expectations and intentions of
Amcor, New Amcor or Bemis and the expected timing of the completion
of the contemplated transactions. Such statements are based on the
current expectations of the management of Amcor or Bemis, as
applicable, are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and actual results could
differ materially from those currently anticipated due to a number
of risks and uncertainties. None of Amcor, New Amcor or Bemis, 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. Risks and
uncertainties that could cause results to differ from expectations
include, but are not limited to: uncertainties as to the timing of
the contemplated transactions; uncertainties as to the approval of
the transactions by Bemis’s and Amcor’s shareholders, as required
in connection with the contemplated transactions; the possibility
that a competing proposal will be made; the possibility that the
closing conditions to the contemplated transactions may not be
satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant a necessary approval; the
effects of disruption caused by the announcement of the
contemplated transactions or the performance of the parties’
obligations under the transaction agreement making it more
difficult to maintain relationships with employees, customers,
vendors and other business partners; the risk that shareholder
litigation in connection with the contemplated transactions may
affect the timing or occurrence of the contemplated transactions or
result in significant costs of defense, indemnification and
liability; uncertainties as to the availability and terms of
refinancing for the existing indebtedness of Amcor or Bemis in
connection with the contemplated transactions; uncertainties as to
whether and when New Amcor may be listed in the US S&P 500
index and the S&P / ASX 200 index; uncertainties as to whether,
when and in what amounts future dividend payments may be made by
Amcor, Bemis or New Amcor; other business effects, including the
effects of industry, economic or political conditions outside of
the control of the parties to the contemplated transactions;
transaction costs; actual or contingent liabilities; disruptions to
the financial or capital markets; other risks and uncertainties
discussed in Amcor’s disclosures to the Australian Securities
Exchange (“ASX”), including the “2018
Principal Risks” section of Amcor’s Annual Report 2018; and other
risks and uncertainties discussed in Bemis’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of
Bemis’s annual report on Form 10-K for the fiscal year ended
December 31, 2017. You can obtain copies of Amcor’s disclosures to
the ASX for free at ASX’s website (www.asx.com.au). You can obtain
copies of Bemis’s filings with the SEC for free at the SEC’s
website (www.sec.gov). Forward-looking statements included herein
are made only as of the date hereof and none of Amcor, New Amcor or
Bemis 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, except as expressly required by law. All forward-looking
statements in this communication are qualified in their entirety by
this cautionary statement.
Legal Disclosures
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Important Additional Information Will Be Filed with the
SEC
In connection with the contemplated transactions, New Amcor
intends to file a registration statement on Form S-4 with the SEC
that will include a joint proxy statement of Bemis and prospectus
of New Amcor. The joint proxy statement/prospectus will also be
sent or given to Bemis shareholders and will contain important
information about the contemplated transactions. Shareholders
are urged to read the joint proxy statement/prospectus and other
relevant documents filed or to be filed with the SEC carefully when
they become available because they will contain important
information about Bemis, Amcor, New Amcor, the contemplated
transactions and related matters. Investors and shareholders
will be able to obtain free copies of the joint proxy
statement/prospectus (when available) and other documents filed
with the SEC by Bemis, Amcor and New Amcor through the SEC’s
website (www.sec.gov).
Participants in the Solicitation
Bemis, Amcor, New Amcor and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Bemis shareholders in connection with
the contemplated transactions. Information about Bemis’s directors
and executive officers is set forth in its proxy statement for its
2018 Annual Meeting of Shareholders and its annual report on Form
10-K for the fiscal year ended December 31, 2017, which may be
obtained for free at the SEC’s website (www.sec.gov). Information about Amcor’s directors and
executive officers is set forth in its Annual Report 2017, which
may be obtained for free at ASX’s website (www.asx.com.au).
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the contemplated
transactions will be included in the joint proxy
statement/prospectus that New Amcor intends to file with the
SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20190211005767/en/
Contacts for Amcor:InvestorsTracey WhiteheadHead of
Investor RelationsAmcor Limited+61 3 9226
9028tracey.whitehead@amcor.com
Media – AustraliaJames StrongCitadel-MAGNUS+61 448 881
174jstrong@citadelmagnus.com
Media – EuropeTR ReidHead of Global CommunicationsAmcor
Limited+41 44 316 7674TR.Reid@amcor.com
Media – North AmericaDaniel YungerKekstCNC+1 212 521
4879daniel.yunger@kekstcnc.com
Contacts for Bemis:InvestorsErin M. WintersDirector of
Investor RelationsBemis Company Inc.+1 920 527 5288
MediaMatthew Sherman / Sharon SternJoele Frank, Wilkinson
Brimmer Katcher+1 212 355 4449
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