공지 • May 01
Amcor plc (NYSE:AMCR) completed the acquisition of Berry Global Group, Inc. (NYSE:BERY) from group of shareholders.
Amcor plc (NYSE:AMCR) entered into a definitive merger agreement to acquire Berry Global Group, Inc. (NYSE:BERY) from group of shareholders for $8.6 billion on November 19, 2024. The consideration consists of common equity of Amcor plc at a ratio of 7.25 per common equity of Berry Global Group, Inc. Amcor Shareholders as of immediately prior to the Merger are expected to collectively own approximately 63% of the outstanding capital stock of Amcor and Berry Stockholders as of immediately prior to the Merger are expected to collectively own approximately 37% of the outstanding capital stock of Amcor. The combined entity will be named Amcor plc. Buy side and sell side termination fees is $260 million. The completion of the Merger is subject to shareholder approvals, regulatory approvals, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the approval for listing of Amcor Ordinary Shares to be issued to Berry Stockholders in connection with the Merger and the effectiveness of a registration statement on Form S-4. The board of directors of Amcor and the board of directors of Berry have unanimously approved the Merger. The registration statement was declared effective by the SEC on January 23, 2025. Susana Suarez Gonzalez, currently Amcor’s Chief Human Resources Officer, will maintain her role once the transaction closes. Amcor and Berry shareholder meetings will both take place on February 25, 2025. On February 25, 2025, Amcor and Berry Global shareholders approved the transaction. As of March 11, 2025 Amcor and Berry Global announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger. The transaction is expected to close in the middle of calendar year 2025. As per filing on April 25, 2025, European Commission (EC) has granted unconditional approval under the EU Merger Regulation satisfying the final regulatory clearance required and now the transaction is expected to close on April 30, 2025.
UBS Investment Bank and Goldman Sachs & Co. LLC are acting as financial advisors to Amcor. Jonathan L. Davis, Carlo Zenkner, Andrew Norwich, Eric L. Schiele, Sophia Hudson, Katherine Shaia, Rachael L. Lichman, Brittany Taylor, Andrea Agathoklis Murino, Jack Coles,Scott D. Price, Jared Whalen and Jared M. Rusman of Kirkland & Ellis LLP is acting as legal advisor to Amcor. Lazard Frères & Co. LLC and Wells Fargo Securities, LLC are acting as financial and fairness opinion provider to Berry. C. Michael Chitwood and Paul T. Schnell of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisors to Berry. Berry has agreed to pay Lazard a fee of approximately $43.5 million, of which a portion is payable on a quarterly basis, a portion was payable upon delivery of Lazard’s opinion and approximately $40 million is payable contingent upon consummation of the Merger. For services rendered in connection with the Merger, Berry has agreed to pay Wells Fargo Securities an aggregate fee currently estimated to be approximately $43.5 million, of which a portion was payable upon announcement of the Merger and approximately $41 million is contingent upon consummation of the Merger.
U.S. Bank Europe DAC acted as transfer agent to Berry Global Group, Inc. Computershare Investor Services Pty Limited is the transfer agent for shares of Amcor. Amcor has retained Morrow Sodali Global LLC as proxy solicitor for a fee of approximately $190,000. Berry has retained Innisfree to assist in soliciting proxies and will pay Innisfree a fee of approximately $75,000. Sodali & Co acted as information agent to Berry Global.
Amcor plc (NYSE:AMCR) completed the acquisition of Berry Global Group, Inc. (NYSE:BERY) from group of shareholders on April 30, 2025.