Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE: BMS). As
previously announced, the companies are in advanced discussions
with Staff of the Antitrust Division of the US Department of
Justice (DOJ) to resolve certain specific antitrust concerns raised
in the US associated with the proposed combination of Amcor and
Bemis.
In order to resolve these concerns, Amcor has now entered into a
binding agreement with Tekni-Plex, Inc (Tekni-Plex), for the sale
of Amcor plants in Milwaukee (WI), Ashland (MA) and part of the
Madison (WI) plant, for cash consideration of USD 215 million.
Combined these operations generate annual sales revenue from the
sale of flexible packaging for certain healthcare packaging
products of approximately USD 100 million.
The sale of these operations to Tekni-Plex remains subject to
approval and consent (including approval by the DOJ of Tekni-Plex
as the buyer), and filing of a final judgement by the DOJ. Once
this occurs, all antitrust clearances which are conditional to
closing will have been completed. As previously announced,
completion of the transaction is expected on 15th May 2019.
Total remedies required by the European Commission and DOJ
represent an immaterial proportion of the total sales for the
combined company and do not impact the USD 180 million of net cost
synergies expected to be delivered by the end of the third year
following completion.
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’ 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’ filings with
the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of
Bemis’ 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’ 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 Filed with the SEC and registered with
ASIC
In connection with the contemplated transactions, New Amcor has
filed an effective Registration Statement on Form S-4 with the SEC
that includes a preliminary form joint proxy statement of Bemis and
prospectus of New Amcor. The joint proxy statement/prospectus has
been sent or given to Bemis shareholders and will contain important
information about the contemplated transactions. The S-4 has been
declared effective by the SEC. Shareholders are urged to read
the joint proxy statement/prospectus and other relevant documents
filed with the SEC carefully because they 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.
In connection with the scheme of arrangement, which is part of
the contemplated transaction, Amcor has registered a Scheme Booklet
with ASIC that includes an independent expert’s report and a notice
of scheme meeting. The Scheme Booklet is an important document and
should be read carefully and in its entirety before Amcor
shareholders decide how to vote at the scheme meeting. A copy of
the Scheme Booklet has been sent to Amcor shareholders and will
otherwise be available on the ASX’s website (www.asx.com.au).
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’ 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 New Amcor has filed with the
SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190422005304/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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