Merger Amcor and Bemis to combine billion all-stock transaction

by Editor fleischwirtschaft.com
Tuesday, August 07, 2018
Closing of the transaction is conditional upon the receipt of regulatory approvals.
Photo: Amcor
Closing of the transaction is conditional upon the receipt of regulatory approvals.
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Amcor Bemis Company USA Merger


Amcor Limited and Bemis Company, Inc. announced that their respective Boards of Directors have unanimously approved a definitive agreement under which Amcor will acquire Bemis in an all-stock combination.

Combining these two complementary companies will create a leader in consumer packaging, with the footprint, scale and capabilities to drive significant value for shareholders, offer customers and employees the most compelling value proposition in the packaging industry and deliver the most sustainable innovations for the environment.

The transaction will be effected at a fixed exchange ratio of 5.1 Amcor shares for each Bemis share, resulting in Amcor and Bemis shareholders owning approximately 71% and 29% of the combined company, respectively.

Amcor's CEO, Ron Delia, said: "The strategic rationale for this combination and the financial benefits are highly compelling for both Amcor and Bemis shareholders. We are convinced this is the right deal at the right time for both companies, and with the right structure for both sets of shareholders to participate in a unique value creation opportunity. There are an increasing number of opportunities arising for a leading packaging company to capitalize on shifting consumer needs, an evolving customer landscape and the need to provide responsible packaging solutions that protect the environment.”

Bemis’ President and CEO, William F. Austen, added: "The combination of Bemis and Amcor is transformational, bringing together two highly complementary organizations to create a global leader in consumer packaging. In addition, the combination will enable us to offer global, regional and local customers the most compelling value proposition in the industry through a broader product portfolio, increased product differentiation and enhanced operating capabilities, while leveraging Bemis’ extensive U.S. manufacturing base and strengths in material science and innovation.”

After completion of the transaction, Amcor will have a stronger and more differentiated value proposition for global, regional and local customers through:

  • Comprehensive global footprint with more balanced, profitable exposure to emerging markets
  • Greater scale to better serve customers in every region
  • Increased exposure to attractive end markets and product segments
  • Best-in-class operating and innovation capabilities:
  • A continued strong commitment to environmental sustainability
  • Greater depth of management talent

The combination will be effected through a merger of Amcor and Bemis into a newly created holding company (‘New Amcor’) incorporated in Jersey. It is intended that New Amcor will be tax resident in the UK after closing.

Upon completion of the transaction, New Amcor’s Board is expected to comprise 11 members, 8 of whom are current Amcor directors, and 3 of whom are current Bemis directors. Amcor’s current Chairman, Graeme Liebelt and current CEO Ron Delia will continue in those roles after the transaction and Mr. Delia will continue to serve as the only Executive Director on the Board.

Closing of the transaction is conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. Subject to the satisfaction of the conditions to closing, the transaction is targeted to close in the first quarter of calendar year 2019.

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