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

Berry Global Group, Inc. and Amcor plc provide supplemental disclosures to their joint proxy statement/prospectus to address allegations from stockholder lawsuits concerning the proposed merger.

Summary

• Berry Global Group, Inc. and Amcor plc are addressing lawsuits filed by purported stockholders regarding the proposed merger.
• The lawsuits allege that the joint proxy statement/prospectus omitted certain material information.
• To avoid nuisance and potential delays, Berry and Amcor are voluntarily supplementing the disclosures in the joint proxy statement/prospectus.
• The supplemental disclosures clarify aspects of the merger background, including interactions with other parties, the engagement of financial advisors, and board composition discussions.
• The supplemental disclosures also provide additional details regarding the financial analyses conducted by Lazard and Wells Fargo Securities, as well as certain unaudited prospective financial information of Berry.
• The companies maintain that the original disclosures comply with all applicable laws and deny the allegations in the lawsuits.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the companies are addressing legal challenges proactively, the existence of lawsuits and the need for supplemental disclosures introduce uncertainty. The forward-looking statements provide some optimism, but are qualified by inherent risks.

Positives

• The companies are proactively addressing stockholder concerns to avoid potential delays in the merger process.
• The supplemental disclosures provide additional transparency regarding the merger background and financial analyses.
• Berry's management projects revenue to increase from $10.248 billion in 2025 to $11.589 billion in 2029.
• Berry's management projects adjusted EBITDA to increase from $1.821 billion in 2025 to $2.118 billion in 2029.
• Berry's management projects unlevered Free Cash Flow to increase from $818 million in 2025 to $1.109 billion in 2029.

Negatives

• The existence of stockholder lawsuits suggests potential dissatisfaction with the merger terms or disclosures.
• The need for supplemental disclosures indicates that the original filings may have been perceived as incomplete or misleading.
• The supplemental disclosures are being made to 'moot plaintiffs disclosure claims and avoid nuisance and possible expense and business delays', which suggests the company is not confident in winning the lawsuits.

Risks

• The ongoing litigation could still pose a risk to the merger's completion or timeline.
• The supplemental disclosures may not fully address stockholder concerns, potentially leading to further legal challenges.
• The forward-looking statements regarding financial performance are subject to various risks and uncertainties, and actual results may differ materially.

Future Outlook

The document contains forward-looking statements regarding the anticipated benefits of the proposed transaction, the impact of the transaction on Berry's and Amcor's business and future financial and operating results, the amount and timing of synergies, the terms and scope of expected financing, the aggregate amount of indebtedness of the combined company, and the closing date for the transaction. These statements are subject to risks and uncertainties, and actual results could differ materially.

Management Comments

• While the Company and Amcor 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, in order to moot plaintiffs disclosure claims and avoid nuisance and possible expense and business delays, the Company and Amcor have determined to voluntarily supplement certain disclosures in the Joint Proxy Statement/Prospectus related to plaintiffs claims with the supplemental disclosures set forth below.

Industry Context

The merger between Berry Global and Amcor reflects a trend of consolidation in the packaging industry, driven by the desire to achieve greater scale, efficiency, and geographic reach. This merger aims to create a global leader in the packaging sector, better positioned to serve multinational customers and capitalize on growth opportunities in emerging markets.

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, reflecting the risk profile of companies in this sector.

Legal Proceedings

• The Company and Amcor have received several demand letters from purported stockholders of the Company and/or Amcor, as applicable, alleging, among other things, that the Joint Proxy Statement/Prospectus filed in connection with the Merger omitted certain purportedly material information which rendered such documents incomplete and misleading.
• Lawsuits were filed by purported stockholders of the Company in connection with the Merger 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.).
• The Complaints similarly allege that the Joint Proxy Statement/Prospectus filed in connection with the Merger omitted certain purportedly material information which rendered the Joint Proxy Statement/Prospectus incomplete and misleading.

Stakeholder Impact

• The supplemental disclosures aim to address concerns raised by stockholders regarding the merger.
• The outcome of the litigation and the success of the merger could impact shareholder value.
• The merger could also affect employees, customers, and suppliers of both Berry and Amcor.

Next Steps

• Berry and Amcor will continue to defend against the stockholder lawsuits.
• The companies will seek shareholder approval for the proposed merger.
• The companies will work to satisfy all remaining conditions to closing, including regulatory approvals.
• The companies will proceed with the integration of the two businesses following the completion of the merger.

Key Dates