425: Glatfelter and Berry Global Announce Magnera Board of Director Appointments Ahead of Merger

Glatfelter and Berry Global have announced additional director designees for the Magnera Corporation board, effective upon the closing of the merger of Berry's Health, Hygiene and Specialties Global Nonwovens and Films business with Glatfelter.

Summary

• Glatfelter Corporation and Berry Global Group, Inc. announced additional director designees for the Magnera Corporation board.
• These appointments will be effective upon the closing of the proposed merger of Berry's Health, Hygiene and Specialties Global Nonwovens and Films (HHNF) business with Glatfelter.
• The Magnera board will consist of nine directors: five designated by Berry, three by Glatfelter, and the Chief Executive Officer.
• Kevin M. Fogarty will serve as the Non-Executive Chair of Magnera, and Curtis (Curt) L. Begle will serve as the Chief Executive Officer.
• Additional director designees include Bruce Brown, Michael (Mike) S. Curless, Thomas M. Fahnemann, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, and Thomas (Tom) E. Salmon.
• One additional director position remains to be designated by Berry at a later time.
• Four of Glatfelter's current directors, Kathleen A. Dahlberg, Marie T. Gallagher, Darrel Hackett, and J. Robert Hall, will retire from the Glatfelter board upon the closing of the transaction.
• Glatfelter's 2023 revenue was $1.4 billion with approximately 2,980 employees worldwide.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment regarding the progress of the merger and the composition of the future board of directors. The management comments are optimistic, and the announcement is presented as a significant step forward.

Positives

• The announcement of director designees signifies progress towards the completion of the merger between Glatfelter and Berry's HHNF business.
• The Magnera board will include experienced professionals from diverse backgrounds, potentially bringing valuable insights and leadership to the combined company.
• Curt Begle's appointment as CEO brings extensive experience in the consumer packaging and engineered materials industry.
• Kevin Fogarty's experience as Non-Executive Chair of Glatfelter and Kraton Corporation provides a strong foundation for his role as Non-Executive Chair of Magnera.
• The board includes members with experience in innovation, global expansion, and organizational leadership development.

Negatives

• Four of Glatfelter's current directors will be retiring, which could lead to a loss of institutional knowledge and experience.
• One director position remains to be designated by Berry, creating some uncertainty about the final composition of the board.

Risks

• The completion of the merger is subject to various risks and uncertainties, including regulatory approvals and shareholder approval.
• The integration of the two companies could be more difficult, time-consuming, or costly than expected.
• The announcement, pendency, or completion of the proposed transaction could affect the ability of the parties to retain customers and key personnel.
• There are risks related to financial community and rating agency perceptions of each of Berry and Glatfelter and its business, operations, financial condition and the industry in which they operate.

Future Outlook

The document outlines the expected composition of the Magnera Corporation board upon the closing of the merger, indicating a significant step towards the completion of the transaction and the future direction of the combined company.

Management Comments

• Curt Begle stated that the director designees bring expertise, diverse perspectives, and passion to the Magnera Board, which will provide tremendous value to shareholders, customers, and employees.
• Kevin Fogarty expressed appreciation to the Glatfelter directors for their contributions and leadership.
• Thomas Fahnemann acknowledged the support and insights provided by the Glatfelter Board of Directors.

Industry Context

This announcement reflects ongoing consolidation trends within the nonwovens and specialty materials industry, as companies seek to achieve greater scale, efficiency, and market reach through mergers and acquisitions. The combined entity, Magnera Corporation, aims to leverage the strengths of both Glatfelter and Berry's HHNF business to enhance its competitive position.

Comparison to Industry Standards

• Berry Global, with over 250 locations and approximately 40,000 employees, is a major player in the packaging industry, comparable to companies like Amcor and Sonoco Products Company.
• Glatfelter, with $1.4 billion in revenue, operates in the engineered materials sector, competing with companies such as Ahlstrom-Munksjö and Schweitzer-Mauduit International.
• The merger aims to create a stronger entity, Magnera, that can compete more effectively with larger players in the global nonwovens and specialty materials market.

Management Changes

Stakeholder Impact

• Shareholders can expect changes in the board composition and potential benefits from the merger.
• Employees may experience changes in leadership and organizational structure.
• Customers could benefit from the combined company's enhanced capabilities and broader product offerings.
• Suppliers may see changes in procurement processes and supply chain management.
• The merger could impact the competitive landscape for other companies in the industry.

Next Steps

• Finalizing the designation of the remaining director position by Berry.
• Obtaining necessary regulatory approvals and shareholder approval for the merger.
• Closing the transaction and appointing the director designees to the Magnera Board.
• Integrating the operations of Glatfelter and Berry's HHNF business.
• Renaming Glatfelter as Magnera Corporation.

Key Dates