- Scheme booklet and Registration
Statement on Form S-41 expected to be made publicly available
today;
- Bemis and Amcor shareholder meetings
scheduled for Thursday 2 May 2019;
- Combination is unanimously recommended
by the Boards of Directors of both companies; and
- Amcor Board of Directors and Senior
Leadership appointments announced.
Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE: BMS)
announce that further, important progress has been made towards
completion of their all-stock transaction, with the filing of
shareholder documentation and finalisation of Board of Director and
Senior Leadership appointments.
The combination of the two complementary companies offers a
transformational and unique opportunity to create the global leader
in consumer packaging, with the footprint, scale and capabilities
to deliver an industry leading value proposition for customers and
employees, and the most significant innovations for the
environment.
Substantial value is expected to be created for shareholders
through the delivery of USD 180 million in pre-tax annual net cost
synergies2, and a stronger financial profile going forward,
including higher margins and cash flow and the potential for even
stronger growth. Amcor intends to maintain a competitive,
progressive dividend which is expected to increase over time and
will have a strong investment grade balance sheet with immediate
capacity for further investment or share buy backs.
The combination is unanimously recommended by the Boards of
Directors of both companies.
Amcor CEO Ron Delia said: “Since announcing this transaction, we
have made significant progress towards closure, and further
important steps have been taken today with the finalisation of
Board of Director and Senior Leadership appointments as well as
shareholder documentation filings. As we approach the closing of
the transaction, the opportunities to further strengthen our
industry leading value proposition for customers, employees and the
environment and to create value for shareholders are even
clearer.”
Bemis President and CEO Bill Austen said: “We are one step
closer to combining our two companies to create the global leader
in consumer packaging. Bemis and Amcor are highly complementary
organizations that each possess extraordinary talent, and we are
confident that together, we will create an even stronger global
enterprise that will benefit our shareholders, employees, and
customers over the long term. This is the next exciting chapter for
Bemis, and our teams will carry forward the Bemis legacy as they
showcase their talents, knowledge, and passion for our customers
and inspired packaging solutions.”
Shareholder documentation
Under the proposed combined structure, upon closing, Amcor plc
will establish a primary listing on the New York Stock Exchange
(NYSE) and will have a listing on the Australian Securities
Exchange (ASX). Based on filing requirements in Australia and the
US, various documents are expected to be made available to
shareholders today.
A Scheme Booklet is expected to be registered with the
Australian Securities and Investments Commission (ASIC) and a
Registration Statement on Form S-41 (S-4), including a
preliminary proxy statement/prospectus, will be filed with and
available on the website of the US Securities and Exchange
Commission (SEC) today. These documents will subsequently be lodged
with the ASX.
These documents include important information relevant to the
transaction including notices of shareholder meetings, proxy
information, historical financial information, details of expected
key dates and Amcor plc Board of Directors appointments. Selected,
summarised information is provided below:
Expected key dates
Event
Date
Scheme Booklet expected to be
registered with ASIC and lodged with the ASX
Wednesday 13 March 2019
S-4 filed with the SEC
Tuesday 12 March 2019*
S-4 expected to be declared effective
by the SEC
Wednesday 27 March 2019*
Amcor shareholder meeting
Thursday 2 May 2019
Bemis shareholder meeting
Thursday 2 May 2019*
Expected completion date
Wednesday 15 May 2019
Dates reference Melbourne, Australia time
unless otherwise indicated. The transaction and the timing
estimates contained in this announcement are subject to certain
approvals and closing conditions, including court approval and
antitrust clearance. These dates are subject to change and
reasonable notice of any such variation will be provided. No
assurance can be given that the closing will occur within this
timeframe or at all.* US Eastern Time.
Financial information
Following completion of the transaction, Amcor will prepare and
present its financial results on a quarterly basis under generally
accepted accounting principles in the US (US GAAP). Amcor’s
adjusted US GAAP results are not materially different to underlying
financial results prepared in accordance with International
Financial Accounting Standards (IFRS)3 and any variations in
accounting treatment will not impact the underlying operational
performance or cash generation of the business going forward.
Further information related to Amcor’s historical US GAAP results4
can be found in section 4.4 of the Scheme Booklet.
Regulatory approvals
As announced on 12 February 2019, 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 and announced by the European Commission on 11
February 2019, 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.
Board of Directors
As previously announced, upon completion of the transaction, the
Amcor plc Board of Directors will comprise 11 members. Eight of
these directors will be the current Amcor Limited directors with
the remaining three being current Bemis directors. The Bemis
directors joining Amcor’s Board on completion of the transaction
will be Arun Nayar, David Szczupak and Philip Weaver. Relevant
biographical information for Directors can be found in sections 4.2
and 5.4 of the Scheme Booklet and in the ‘Management and Corporate
Governance of New Amcor’ section of the S-4.
Senior Leadership appointments
Amcor has undertaken a thorough process of evaluating the
management talent from both companies as well as external
candidates, and several Senior Leadership appointments that will
take effect upon completion of the transaction are announced
today.
Business Group leaders
Flexibles Europe, Middle East and Africa
Peter Konieczny, currently Business Group President Amcor
Flexibles Europe, Middle East and Africa, will continue in this
role overseeing the combined Amcor and Bemis businesses in this
region. Peter joined Amcor in February 2010.
Flexibles North America
Fred Stephan, currently President, Bemis North America, will
join Amcor as Business Group President Amcor Flexibles North
America, overseeing the combined Amcor and Bemis businesses in this
region. Fred joined Bemis during 2017, after spending 20 years
leading various businesses at General Electric and at Johns
Manville, a Berkshire Hathaway company.
Flexibles Latin America
Aluisio Fonseca, currently Amcor Vice President Flexibles South
America, will be appointed Business Group President for Latin
America and will oversee the combined Amcor and Bemis businesses in
this region. Aluisio joined Amcor in 2018, after spending more than
20 years in regional and business unit leadership roles at Tetra
Pak.
Flexibles Asia Pacific
Michael Zacka, currently Amcor Chief Commercial Officer and
President Amcor Flexibles Asia Pacific, will continue in this role
overseeing the combined Amcor and Bemis businesses in this region.
Michael joined Amcor in 2017, bringing extensive experience in the
global packaging and food industries including 20 years with Tetra
Pak.
Amcor Specialty Cartons
Jerzy Czubak will continue to lead this business. Jerzy joined
Amcor in 1994.
Amcor Rigid Plastics
Eric Roegner will continue to lead this business. Eric joined
Amcor in 2018 after spending 13 years in executive roles in Arconic
Inc (previously known as Alcoa Inc).
Other leadership announcements
Sheri Edison, currently Bemis Senior Vice President and Chief
Legal Officer, will be appointed Amcor General Counsel. Sheri
joined Bemis in 2010.
Bill Jackson, currently Bemis Senior Vice President and Chief
Technology Officer, will be appointed Amcor Flexibles Chief
Technology Officer. This is a newly created role and will further
enhance the focus and alignment around innovation, research and
development across Amcor’s global Flexibles business, to drive
further competitive advantage and to meet growing consumer demand
for differentiated and sustainable packaging. Bill joined Bemis in
2013.
Bill Austen and Mike Clauer, currently Bemis’ Chief Executive
Officer and Chief Financial Officer, respectively, will no longer
continue in those positions upon completion of the transaction and
both have agreed to provide transition support to the combined
company on an interim basis, if required.
Amcor CEO Mr Ron Delia said: “The most important task in
bringing Amcor and Bemis together is creating a strong team of
leaders. As we prepare for the combination, we have the unique
opportunity to turn two strong teams into the industry’s best. I
look forward to working alongside all of our talented senior
leaders to realise the substantial growth potential of the combined
company and to build an even stronger future together.”
Amcor’s other functional leaders will continue in their existing
roles. The process of establishing the next level of management
using the same rigorous approach to evaluate candidates from both
Amcor and Bemis, as well as external candidates, is underway.
Shareholder information lines
Shareholder information lines have been established to provide
further information or assistance in connection with the
transaction.
Amcor shareholders can contact the Amcor Shareholder Information
line on 1300 302 458 (within Australia), or +61 1300 302 458
(outside Australia), Monday to Friday between 8.00am and 7.30pm
(Sydney time).
Bemis shareholders can contact Bemis’ proxy solicitor, Innisfree
M&A Incorporated, on +1 888 750 5834.
Notes:
- S-4 available under company filings for
Amcor plc; has not yet been declared effective by the SEC.
- USD 180 million pre-tax annual net cost
synergies are expected to be achieved by the end of the third year
after completion of the transaction. Reflects cost synergies only
and is incremental to benefits expected to be realised from the
Bemis ‘Agility’ improvement plan. Further details about the net
cost synergies and expected costs to achieve are set out in section
6.6 of the Scheme Booklet and in the “the Transaction’ section of
the S-4.
- Adjusted US Non-GAAP earnings are
explained in sections 4.4 and 6.7 of the Scheme Booklet.
- For the years ended 30 June 2016, 2017
and 2018 and the six months ended 31 December 2018 and 2017.
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, 2018. 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 Information
In connection with the contemplated transactions, New Amcor will
file a Registration Statement on Form S-4 (S-4) with the SEC that
includes in preliminary form 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. The S-4
has not yet been declared effective by the SEC. 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
may obtain free copies of the joint proxy statement/prospectus and
other documents filed with the SEC by Bemis, Amcor and New Amcor
through the SEC’s website (www.sec.gov).
Amcor shareholders should carefully read the Scheme Booklet
prepared in relation to the transaction in its entirety before
deciding how to vote on the Scheme of Arrangement that is part of
the transaction. Bemis shareholders should carefully read the S-4,
and any other relevant documents filed by New Amcor or Bemis before
making any voting or investment decision.
This announcement does not contain all of the information
contained in the Scheme Booklet and S-4. For example section 1.2 of
the Scheme Booklet outlines the disadvantages of the transaction
and section 7 of the Scheme Booklet contains certain risk
considerations relating to the transaction that should also be
considered by Amcor shareholders, and the ‘Risk Factors’ section of
the S-4 outlines the risks relating to the transaction that should
also be considered by Bemis shareholders.
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, 2018, 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 2018, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190312005750/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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