Bemis Urges Shareholders to Vote “FOR” All of the
Transaction-Related Proposals TODAY
The Board of Directors of Bemis Company, Inc. (NYSE: BMS) today
announced that leading independent proxy advisory firms
Institutional Shareholder Services (“ISS”) and Glass Lewis &
Co. (“Glass Lewis”) have recommended that Bemis shareholders vote
“FOR” Bemis’ combination with Amcor Limited (ASX: AMC).
In its April 17, 2019 report, ISS stated1, “Support for the
transaction is warranted due to the premium, sound rationale,
positive market reaction, and the equity form of consideration,
which will allow shareholders to participate in the upside
potential of the combined company, including expected cost
synergies.”
In its April 19, 2019 report, Glass Lewis stated1, “In light of
the foregoing strategic and financial reasons, as well as the
board’s unanimous support for the transaction, we believe a vote
for the proposed transaction is warranted at this time.”
William F. Austen, President and CEO of Bemis Company, said, “We
are pleased that ISS and Glass Lewis share our belief that a
combination with Amcor presents a compelling value proposition and
support our Board’s recommendation that shareholders vote ‘FOR’ the
merger. We continue to make progress toward completing the
transaction and look forward to creating the global leader in
consumer packaging that offers a more diversified range of products
and solutions with greater scale and resources to better serve
customers around the world. We urge all Bemis shareholders to
follow the recommendations of ISS and Glass Lewis to vote ‘FOR’ the
combination; the Company’s Board of Directors also recommends that
shareholders vote ‘FOR’ all of the items on the proxy in support of
the combination with Amcor.”
As previously announced, the Bemis Special Meeting of
Shareholders to vote on matters relating to the proposed
combination is scheduled to take place on May 2, 2019 at 9:00 a.m.
Central Time. All shareholders of record of Bemis common stock as
of the close of business on March 20, 2019 are entitled to receive
notice of, and to vote at, the special meeting.
If Bemis shareholders have any questions or need assistance in
voting their shares, they should contact Bemis’ proxy solicitor,
Innisfree M&A Incorporated, by calling toll-free at +1 888 750
5834.
1 Permission to use quotes was neither sought nor obtained.
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 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 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 has
also been sent or given to Bemis shareholders and contains
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 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 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190423005281/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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