Bemis Shareholders Approve Combination with Amcor
02 Maio 2019 - 5:30PM
Business Wire
Bemis Company, Inc. (NYSE: BMS) today announced that its
shareholders voted to approve Bemis’ combination with Amcor Limited
(ASX: AMC) at the Company’s Special Meeting of Shareholders held
earlier today. Nearly 76% of shares outstanding voted in favor of
the transaction; of the votes cast, approximately 96% were in favor
of the transaction.
“We are pleased with the strong support we have received from
Bemis shareholders for our transformational combination with
Amcor,” said William F. Austen, President and CEO of Bemis.
“Today’s approval is a key milestone in the process of combining
our two companies to create 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 are confident that we will create significant value for
shareholders, employees, and customers with this combination, and
we look forward to maximizing the strengths of both companies
through a thoughtful integration process.”
Innisfree M&A Incorporated served as Bemis Company’s proxy
solicitor.
As Amcor recently announced, its shareholders also voted to
approve the combination with Bemis at its Scheme Meeting.
The combination of Bemis and Amcor is subject to the
satisfaction of various closing conditions, including U.S.
antitrust approval.
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.
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/20190502005917/en/
InvestorsBemis Company, Inc.Erin M. Winters, Director of
Investor Relations920-527-5288
MediaJoele Frank, Wilkinson Brimmer KatcherMatthew
Sherman / Sharon Stern212-355-4449
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