425: Amcor and Berry Integration Planning Progresses Towards Mid-2025 Combination

Amcor and Berry are progressing with integration planning for their combination, targeting a mid-2025 close, pending shareholder and regulatory approvals.

Summary

• Amcor and Berry announced an agreement to combine in late 2024, aiming to create a global leader in flexibles, containers, and closures.
• Integration planning is underway, with teams from both companies working to ensure a successful start as a unified company post-closing.
• Key milestones achieved include the kick-off of integration planning activities and the filing of a definitive joint proxy statement/prospectus on January 23, 2025.
• Shareholder votes are scheduled for February 25, 2025, representing a crucial step towards closing the combination.
• The companies are targeting a mid-2025 close, subject to customary closing conditions and regulatory approvals.
• Until the combination closes, Amcor and Berry will continue to operate as separate, independent entities.
• Post-combination, the focus will be on accelerating capabilities and becoming a global leader in consumer and healthcare packaging solutions.
• The combined company will service customers in over 140 countries through approximately 400 production facilities.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the combination, emphasizing the potential benefits and opportunities. However, it also acknowledges the inherent risks and uncertainties associated with such transactions, resulting in a moderately positive sentiment score.

Positives

• The combination aims to create a global leader in flexibles, containers, and closures.
• The combined company will have stronger positions in higher-growth, higher-margin categories such as Healthcare, Protein, Liquids, Pet Food, Beauty & Personal Care, and Food Service.
• The integration planning process is progressing well, with significant milestones achieved.
• The combination presents opportunities for employees to grow and develop.
• The companies have closely aligned cultures focused on safety, customer passion, sustainability, and innovation.

Risks

• The combination is subject to shareholder and regulatory approvals, which may not be obtained in a timely manner or at all.
• There are risks associated with integrating the Amcor and Berry businesses.
• The anticipated benefits of the combination may not be realized when expected or at all.
• Unexpected costs or expenses may result from the combination.
• Litigation related to the combination could arise.
• The combination may disrupt management's time from ongoing business operations.
• The combination may have an adverse effect on the ability of Amcor and Berry to retain key personnel and customers.

Future Outlook

The companies are targeting a mid-2025 close for the combination, subject to customary closing conditions. Post-combination, the focus will be on accelerating capabilities and becoming a global leader in consumer and healthcare packaging solutions.

Management Comments

• Bringing our highly complementary businesses together presents an opportunity to accelerate the possible in ways neither company could do on its own.
• Calling it a combination acknowledges the strength of this unique union.
• One of Amcor and Berry's greatest strengths is our people and there will be new opportunities for you to grow and develop in this next chapter.

Industry Context

The combination of Amcor and Berry reflects a trend towards consolidation in the packaging industry, aiming to create larger, more diversified players with enhanced capabilities and global reach. This move positions the combined entity to better compete with other major players in the packaging market and capitalize on growth opportunities in key segments such as healthcare and sustainable packaging.

Comparison to Industry Standards

• The integration planning timeline of several months to a year aligns with industry standards for combinations of this scale.
• The focus on achieving regulatory approvals and shareholder votes is consistent with the standard process for mergers and acquisitions.
• The emphasis on cultural alignment and employee engagement reflects best practices in integration management.

Stakeholder Impact

• Shareholders will vote on the proposed combination.
• Employees will experience changes in their roles and responsibilities post-combination.
• Customers will benefit from the combined company's enhanced capabilities and global reach.
• The combination may impact suppliers and creditors due to changes in the combined company's operations.

Next Steps

• Shareholder votes on February 25, 2025.
• Obtaining regulatory approvals.
• Continuing integration planning activities.
• Preparing for Day 1 operations as a combined company.

Key Dates