425: Amcor and Berry Global Address Stockholder Lawsuits with Supplemental Disclosures Regarding Merger

Amcor and Berry Global provide supplemental disclosures to address stockholder lawsuits alleging omissions of material information in the Joint Proxy Statement/Prospectus related to their proposed merger.

Summary

• Amcor and Berry Global are supplementing their Joint Proxy Statement/Prospectus following demand letters and lawsuits from purported stockholders.
• The lawsuits allege that the initial filing omitted certain material information, rendering the documents incomplete and misleading.
• While Amcor and Berry deny these allegations and believe their disclosures comply with applicable law, they are providing supplemental disclosures to avoid nuisance, expense, and potential business delays.
• The supplemental disclosures relate to the background of the merger and the opinions of financial advisors.
• These disclosures include details about non-disclosure agreements, the engagement of financial advisors, and the analysis performed by Lazard and Wells Fargo Securities.
• The companies emphasize that the inclusion of this information is not an admission of materiality or necessity under applicable laws.
• Investors and security holders are urged to read the Joint Proxy Statement/Prospectus and any other documents filed with the SEC carefully.
• The document also contains cautionary statements regarding forward-looking statements and potential risks and uncertainties related to the proposed transaction.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the document addresses litigation, it also emphasizes the companies' commitment to transparency and the potential benefits of the merger. The cautionary statements regarding forward-looking statements temper any overly positive outlook.

Positives

• Amcor and Berry are proactively addressing stockholder concerns by providing supplemental disclosures.
• The companies are committed to transparency and ensuring stockholders have access to all relevant information.
• The supplemental disclosures aim to moot plaintiffs' disclosure claims and avoid potential business delays.

Negatives

• The lawsuits and demand letters from stockholders indicate potential dissatisfaction with the initial disclosures.
• The need for supplemental disclosures suggests that the original Joint Proxy Statement/Prospectus may have been perceived as incomplete or misleading by some investors.
• The litigation, even if considered nuisance, can divert management's attention and resources.

Risks

• The ongoing litigation could potentially delay or complicate the merger process.
• The risk that the conditions to the completion of the proposed transaction (including shareholder and regulatory approvals) are not satisfied in a timely manner or at all.
• The risk that the anticipated benefits of the proposed transaction may not be realized when expected or at all.
• General economic, market and social developments and conditions could impact the merger's success.
• Potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Amcor's and/or Berry's financial performance.

Future Outlook

The document includes 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.

Management Comments

• Amcor and Berry believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply fully with all applicable law and deny the allegations in the demand letters and Complaints.
• Amcor and Berry specifically deny all allegations that any additional disclosure was or is required or material.

Industry Context

The merger between Amcor and Berry Global would create a significant player in the packaging industry. The supplemental disclosures and related litigation highlight the scrutiny and potential challenges involved in large-scale mergers, particularly regarding transparency and shareholder interests.

Comparison to Industry Standards

• The document references EBITDA multiples used by Lazard and Wells Fargo Securities in their financial analyses.
• These multiples are based on selected public companies and precedent transactions in the packaging industry.
• For Berry, Lazard used 2024 and 2025 estimated adjusted EBITDA multiples of 7.5x to 9.0x and 7.0x to 8.5x, respectively.
• For Amcor, Lazard used 2024 and 2025 estimated adjusted EBITDA multiples of 9.75x to 11.25x and 9.25x to 10.75x, respectively.
• Wells Fargo Securities used similar ranges for both companies.
• These multiples are within the typical range observed in the packaging industry for comparable companies and transactions.

Legal Proceedings

• The document discusses demand letters and lawsuits filed by purported stockholders of Berry and/or Amcor alleging omissions of material information in the Joint Proxy Statement/Prospectus.
• The lawsuits are under the captions 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

• The supplemental disclosures aim to provide shareholders with more complete information to make informed decisions regarding the merger.
• The outcome of the litigation and the success of the merger could impact the value of Amcor and Berry stock.
• Employees of both companies may be affected by the integration process following the merger.

Next Steps

• Amcor and Berry will continue to work towards satisfying the conditions for completing the merger.
• Shareholders of Amcor and Berry will vote on the proposed transaction.
• The companies will continue to respond to any further legal challenges or regulatory inquiries.

Key Dates