November 21, 2024 | Industrials | North America | Active
On 19-Nov-24, consumer and healthcare packaging giant Amcor announced an agreement to acquire US rival Berry Global (“Berry”) in an all-share transaction valued at $8.4bn. Under the terms of the merger, Berry shareholders will receive 7.25 Amcor shares for each Berry share. At the time of the announcement the offer consideration valued the target at $73.59 per share, representing a 9.8% premium to the previous day’s closing price. Upon completion, Berry shareholders will own 37% of the combined entity, while the remaining 63% will be held by Amcor shareholders. The boards of both companies have unanimously approved the transaction and Amcor CEO Peter Konieczny will lead the combined entity; Berry’s chairman will be appointed as deputy chairman of Amcor, and Berry will nominate four directors to an expanded 11-member Amcor board. The deal is conditional on approval by both companies’ shareholders (50% approval) and regulatory clearances. Preliminary proxy statements are expected to be filed within 60 days of the merger agreement (by 18-Jan-25), with an HSR filing scheduled by 6-Jan-25. The merger agreement includes customary provisions on representations, warranties, covenants, and MAC, with specific carve-outs for events such as war and pandemics. Both companies are bound by non-solicitation clauses, which include fiduciary-out exemptions, and have agreed to “reasonable best efforts” clauses requiring them to take all necessary steps to secure approvals. Furthermore, the agreement requires the parties to defend against legal challenges, though remedies are limited by a burdensome clause restricting divestments to businesses generating net sales of no more than $550m during the 12-month period ending 30-Jun-24. The transaction is expected to close in mid-2025, and, for now, we assume 30-Jun-25 settlement. The long-stop date is 19-Nov-25, with a potential ...
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