Bemis Company, Inc. (NYSE: BMS) announced today that definitive
proxy materials have been filed with the U.S. Securities and
Exchange Commission (“SEC”) in connection with the Company’s
pending merger with Amcor Limited (ASX: AMC). The definitive proxy
statement is available on the Investor Relations section of Bemis’
website, as well as www.sec.gov, and will be sent to all Bemis
shareholders entitled to vote at the Bemis Special Meeting of
Shareholders.
As previously announced, Bemis’ Special Meeting is scheduled to
take place on May 2, 2019 at 10:00 a.m. Eastern Time (9:00 a.m.
Central Time) at The Langham, Chicago, 330 North Wabash Avenue,
Chicago, Illinois 60611. All shareholders of record of Bemis’
common stock as of the close of business on March 20, 2019 will be
entitled to vote their shares either in person or by proxy at the
Special Meeting. As previously announced, the expected completion
date of the transaction is May 15, 2019.
“The Bemis Board unanimously supports our pending combination
with Amcor and believes it maximizes value for our stakeholders,”
said Bemis’ President and CEO, William F. Austen. “Together, Bemis
and Amcor will create the global leader in consumer packaging with
the footprint, scale, talent, and capabilities to offer customers
the most compelling value proposition in the packaging industry.
Bemis shareholders will have the opportunity to benefit from the
increased dividend, which nearly doubles from Bemis’ current
dividend, and the value creation driven from not only the $180
million of cost synergies identified as part of the transaction but
also additional potential revenue synergies from cross-selling
opportunities. Our employees will benefit as part of a larger, more
diversified organization, and I have every confidence that they
will carry forward the Bemis legacy of innovation, respect, ethics,
and accountability. This is the next exciting chapter for Bemis,
and we look forward to creating value for our stakeholders through
this combination.”
The Bemis Board of Directors unanimously recommends that
shareholders vote “FOR” the merger proposal as well as all other
Bemis proposals.
Bemis shareholders who need assistance in completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Bemis Special Meeting may contact Bemis’
proxy solicitors:
Innisfree M&A IncorporatedPhone:
(888) 750-5834 (from the U.S. and Canada)Banks &
Brokers: (212) 750-5833
ABOUT BEMIS COMPANY, INC.
Bemis Company, Inc. (“Bemis” or the “Company”) is a supplier of
flexible and rigid plastic packaging used by leading food, consumer
products, healthcare, and other companies worldwide. Founded in
1858, Bemis reported 2018 net sales of approximately $4.1 billion.
Bemis has a strong technical base in polymer chemistry, film
extrusion, coating and laminating, printing, and converting.
Headquartered in Neenah, Wisconsin, Bemis employs approximately
16,000 individuals worldwide. More information about Bemis is
available at our website, www.bemis.com.
LEGAL DISCLOSURES
Cautionary Statement Regarding Forward-Looking
StatementsThis 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 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 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.
No Offer or SolicitationThis 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 InformationIn connection with the contemplated
transactions, New Amcor has filed an effective Registration
Statement on Form S-4 (S-4) with the SEC that includes the 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 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).
Bemis shareholders should carefully read the joint proxy
statement/prospectus, and any other relevant documents filed by New
Amcor or Bemis before making any voting or investment decision.
Participants in the SolicitationBemis, 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 annual report on Form 10-K for the fiscal year ended
December 31, 2018, including Amendment No. 1 thereto, 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 is included in the joint proxy
statement/prospectus that Bemis has filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20190327005790/en/
InvestorsBemis Company Inc.Erin M. Winters, Director of
Investor Relations920-527-5288
Innisfree M&A IncorporatedArthur Crozier/Larry
Miller212-750-5833
MediaJoele Frank, Wilkinson Brimmer KatcherMatthew
Sherman / Sharon Stern212-355-4449
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