8-K: Amcor and Berry Global Address Stockholder Lawsuits with Supplemental Disclosures in Merger Agreement

Amcor and Berry Global are voluntarily supplementing disclosures in their joint proxy statement/prospectus to address allegations of omitted material information in connection with their merger, while denying any legal merit to the claims.

Summary

• Amcor and Berry Global are in the process of merging, with Amcor acquiring Berry.
• A joint proxy statement/prospectus was filed with the SEC and mailed to stockholders.
• Following the filing, several demand letters and lawsuits were filed by purported stockholders alleging omissions of material information in the proxy statement.
• To avoid nuisance and potential delays, Amcor and Berry are voluntarily supplementing the disclosures in the proxy statement.
• The companies maintain that the original disclosures comply with all applicable laws and deny the allegations.
• The supplemental disclosures relate to the background of the merger and the opinions of financial advisors.
• Specifically, the supplemental disclosures address topics such as non-disclosure agreements with other parties, the engagement of financial advisors, board representation, and the financial analyses conducted by Lazard and Wells Fargo Securities.
• The supplemental information includes amendments and restatements of sections within the Joint Proxy Statement/Prospectus.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the merger itself could be positive, the need for supplemental disclosures due to litigation introduces uncertainty. The companies are taking proactive steps to address concerns, but the underlying issues remain.

Positives

• Amcor and Berry are proactively addressing stockholder concerns to facilitate the merger.
• The supplemental disclosures aim to provide greater transparency and reduce potential legal challenges.
• The companies are working to ensure the merger proceeds smoothly and without unnecessary delays.

Negatives

• The lawsuits and demand letters indicate potential stockholder dissatisfaction with the merger disclosures.
• The need for supplemental disclosures suggests possible deficiencies in the initial proxy statement.
• Litigation, even if considered nuisance, can be costly and time-consuming.

Risks

• The merger could be delayed or terminated if the conditions to completion are not satisfied.
• Integration of the two businesses could present unforeseen challenges.
• The anticipated benefits of the merger may not be fully realized.
• Unexpected costs or expenses could arise from the merger.
• The merger could negatively impact the ability to retain key personnel and customers.
• General economic, market, and social developments could affect the merger's success.
• Changes in legal, regulatory, and tax regimes could impact the combined company.
• Business uncertainty during the pendency of the merger could affect financial performance.

Future Outlook

The document contains forward-looking statements regarding the anticipated benefits of the proposed transaction, the impact on Amcor's or Berry's business, future financial and operating results, synergies, financing, and the closing date. These statements are subject to risks and uncertainties.

Industry Context

The merger between Amcor and Berry Global represents a significant consolidation in the packaging industry, potentially creating a global leader with enhanced scale and capabilities. This move could prompt other players in the industry to consider similar strategic moves to remain competitive.

Comparison to Industry Standards

• The EBITDA multiples used by Lazard and Wells Fargo Securities in their financial analyses (7.0x to 11.5x) are within the typical range observed in packaging industry transactions.
• Comparable companies in the packaging sector, such as Sonoco Products Company and Sealed Air Corporation, often trade at similar EBITDA multiples.
• Discount rates of 6.75% to 9.25% used in the discounted cash flow analyses are also consistent with industry standards for companies with similar risk profiles.

Legal Proceedings

• Several demand letters and lawsuits have been filed by purported stockholders of Berry and/or Amcor, alleging omissions of material information in the Joint Proxy Statement/Prospectus.
• The lawsuits include Andrew Thompson v. Berry Global Group, Inc., et al. No. 650616/2025 (N.Y.) and Eric Miller vs. Berry Global Group, Inc., et al. No. 650690/2025 (N.Y.).

Stakeholder Impact

• Shareholders are impacted by the potential merger and the associated litigation.
• Employees of both companies face uncertainty during the merger process.
• Customers and suppliers could be affected by the integration of the two businesses.

Next Steps

• Amcor and Berry will continue to work towards satisfying the conditions for completing the merger.
• Shareholders will vote on the proposed transaction.
• Regulatory approvals will be sought.
• The companies will continue to defend against the stockholder lawsuits.

Key Dates