UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 25, 2025
Berry Global Group, Inc.
(Exact name of Registrant as specified in its
charter)
| Delaware |
|
001-35672 |
|
20-5234618 |
(State
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices)
Registrant’s telephone number: (812)
424-2904
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered |
| Common
Stock, $0.01 par value |
|
BERY |
|
NYSE |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
Growth Company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
On February 26, 2025, Berry Global Group, Inc. (the “Company”)
and Amcor plc (“Amcor”) issued a joint press release announcing the results of the special meeting of the Company’s
stockholders held on February 25, 2025 and the extraordinary general meeting of Amcor’s shareholders. A copy of the press release
is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements
that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,”
“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,”
“project,” “target,” “seek,” “should,” “will,” or “would,” the
negative of these words, other terms of similar meaning or the use of future dates. Such statements, including projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed transaction on Berry’s and Amcor’s business and future financial
and operating results and prospects, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected
financing in connection with the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing
of the proposed transaction and the closing date for the proposed transaction, are based on the current estimates, assumptions and projections
of the management of Berry and Amcor, and are qualified by the inherent risks and uncertainties surrounding future expectations generally,
all of which are subject to change. Actual results could differ materially from those currently anticipated due to a number of risks and
uncertainties, many of which are beyond Berry’s and Amcor’s control. None of Berry, Amcor or any of their respective directors,
executive officers, or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results
of operations or financial condition of Berry or Amcor. Should any risks and uncertainties develop into actual events, these developments
could have a material adverse effect on Berry’s and Amcor’s businesses, the proposed transaction and the ability to successfully
complete the proposed transaction and realize its expected benefits. Risks and uncertainties that could cause results to differ from expectations
include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of
the merger agreement; the risk that the conditions to the completion of the proposed transaction (including regulatory approvals) are
not satisfied in a timely manner or at all; the risks arising from the integration of the Berry and Amcor businesses; the risk that the
anticipated benefits of the proposed transaction may not be realized when expected or at all; the risk of unexpected costs or expenses
resulting from the proposed transaction; the risk of litigation related to the proposed transaction; the risks related to disruption of
management’s time from ongoing business operations as a result of the proposed transaction; the risk that the proposed transaction
may have an adverse effect on the ability of Berry and Amcor to retain key personnel and customers; general economic, market and social
developments and conditions; the evolving legal, regulatory and tax regimes under which Berry and Amcor operate; potential business uncertainty,
including changes to existing business relationships, during the pendency of the proposed transaction that could affect Berry’s
and/or Amcor’s financial performance; and other risks and uncertainties identified from time to time in Berry’s and Amcor’s
respective filings with the SEC, including the Proxy Statement to be filed with the SEC in connection with the proposed transaction. While
the list of risks presented here is, and the list of risks presented in the Proxy Statement will be, considered representative, no such
list should be considered to be a complete statement of all potential risks and uncertainties, and other risks may present significant
additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made only as of
the date hereof and neither Berry nor Amcor undertakes any obligation to update any forward-looking statements, or any other information
in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in
them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 26, 2025
| |
Berry
Global Group, Inc. |
| |
|
| By: |
/s/ Jason K. Greene |
| Name: |
Jason K. Greene |
| Title: |
Executive Vice President,
Chief Legal Officer and Secretary |
Exhibit 99.1
AMCOR AND BERRY GLOBAL SHAREHOLDERS OVERWHELMINGLY
APPROVE COMBINATION
Approval marks another significant milestone
towards combining these highly complementary businesses
ZURICH, SWITZERLAND and EVANSVILLE, INDIANA – 26 February,
2025 – Amcor plc (“Amcor”) (NYSE: AMCR, ASX: AMC) and Berry Global Group, Inc. (“Berry”) (NYSE: BERY)
today announce that at their respective shareholder meetings, held yesterday, shareholders of both companies overwhelmingly voted to approve
the combination of these two companies. This approval satisfies the shareholder vote condition for the combination, originally announced
in November 2024.
Together, Amcor and Berry will be among the global leaders in
consumer and healthcare packaging solutions with the combined material science and innovation capabilities required to revolutionize
product development and better solve customers’ needs and consumers’ sustainability aspirations. These two highly
complementary businesses are expected to grow faster together in attractive categories and opportunities to
further refine the portfolio. With faster growth and $650 million of identified synergies, this combination is expected to drive
significant near and long term value for all shareholders.
Amcor CEO Peter Konieczny commented, “The resounding support
from both companies’ shareholders marks another important milestone in bringing Amcor and Berry together. Our combined company will
be positioned to serve customers better, grow faster and operate globally in a way neither company could accomplish alone. Together, we
have an exciting and unique opportunity to truly transform the future of packaging.”
Berry CEO Kevin Kwilinski added, “We are excited to take another
important step toward finalizing this combination between Berry and Amcor and are pleased the shareholders of both companies clearly recognize
the significant opportunities we will have as one company to deliver enhanced value for all stakeholders.”
More than 71% of Amcor’s outstanding shares were present or represented
by proxy, and more than 99% of these shares were voted in favor of the relevant proposal. More than 83% of Berry’s outstanding shares
were present or represented by proxy, and more than 98% of these shares were voted in favor of the relevant proposal. Amcor and Berry
will each file the final voting results with the US SEC on Form 8-K.
The combination is well advanced and is expected to close in mid calendar
year 2025, subject to closing conditions.
Amcor Investor Relations Contacts
| Tracey Whitehead |
Damien Bird |
Damon Wright |
| Global Head of Investor Relations |
Vice President Investor Relations Asia Pacific |
Vice President Investor Relations North America |
| T: +61 408 037 590 |
T: +61 481 900 499 |
T: +1 224 313 7141 |
| E: tracey.whitehead@amcor.com |
E: damien.bird@amcor.com |
E: damon.wright@amcor.com |
Amcor Media Contacts
| Australia |
Europe |
North America |
| James Strong |
Ernesto Duran |
Julie Liedtke |
| Managing Director |
Amcor Head of Global Communications |
Amcor Director, Media Relations |
| Sodali & Co |
|
|
Berry Investor Relations / Media Contact
Dustin Stilwell
VP, Head of Investor Relations
T: +1 812 306 2964
E: ir@berryglobal.com
E: mediarelations@berryglobal.com
About Amcor
Amcor plc is a global leader in developing and
producing responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care,
and other products. Amcor works with leading companies around the world to protect products, differentiate brands, and improve supply
chains. The Company offers a range of innovative, differentiating flexible and rigid packaging, specialty cartons, closures and services.
The company is focused on making packaging that is increasingly recyclable, reusable, lighter weight and made using an increasing amount
of recycled content. In fiscal year 2024, 41,000 Amcor people generated $13.6 billion in annual sales from operations that span 212 locations
in 40 countries. NYSE: AMCR; ASX: AMC
About Berry
Berry is a global leader in innovative packaging
solutions that we believe make life better for people and the planet. We do this every day by leveraging our unmatched global capabilities,
sustainability leadership, and deep innovation expertise to serve customers of all sizes around the world. Harnessing the strength in
our diversity and industry-leading talent of over 34,000 global employees across more than 200 locations, we partner with customers to
develop, design, and manufacture innovative products with an eye toward the circular economy. The challenges we solve and the innovations
we pioneer benefit our customers at every stage of their journey.
Important Information for Investors and Shareholders
This communication does not constitute an offer
to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction.
It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
In connection with the proposed transaction
between Amcor plc (“Amcor”) and Berry Global Group (“Berry”), on January 13, 2025, Amcor filed with the
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended on January 21, 2025,
containing a joint proxy statement of Amcor and Berry that also constitutes a prospectus of Amcor. The registration statement was
declared effective by the SEC on January 23, 2025 and Amcor and Berry commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders on or about January 23, 2025. INVESTORS AND SECURITY HOLDERS OF AMCOR AND
BERRY ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents filed with
the SEC by Amcor or Berry through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Amcor are available free of charge on Amcor’s website at amcor.com under the tab “Investors” and under the
heading “Financial Information” and subheading “SEC Filings.” Copies of the documents filed with the SEC by
Berry are available free of charge on Berry’s website at berryglobal.com under the tab “Investors” and under the
heading “Financials” and subheading “SEC Filings.”
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements
that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,” “believe,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “outlook,” “plan,” “potential,” “possible,” “predict,”
“project,” “target,” “seek,” “should,” “will,” or “would,” the
negative of these words, other terms of similar meaning or the use of future dates. Such statements, including projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed transaction on Amcor’s and Berry’s business and future financial
and operating results and prospects, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected
financing in connection with the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing
of the proposed transaction and the closing date for the proposed transaction, are based on the current estimates, assumptions and projections
of the management of Amcor and Berry, and are qualified by the inherent risks and uncertainties surrounding future expectations generally.
Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are
beyond Amcor’s and Berry’s control. None of Amcor, Berry or any of their respective directors, executive officers, or advisors,
provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements
will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition
of Amcor or Berry. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect
on Amcor’s and Berry’s businesses, the proposed transaction and the ability to successfully complete the proposed transaction
and realize its expected benefits. Risks and uncertainties that could cause results to differ from expectations include, but are not limited
to, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the risk
that the conditions to the completion of the proposed transaction (including shareholder and regulatory approvals) are not satisfied in
a timely manner or at all; the risks arising from the integration of the Amcor and Berry businesses; the risk that the anticipated benefits
of the proposed transaction may not be realized when expected or at all; the risk of unexpected costs or expenses resulting from the proposed
transaction; the risk of litigation related to the proposed transaction; the risks related to disruption of management’s time from
ongoing business operations as a result of the proposed transaction; the risk that the proposed transaction may have an adverse effect
on the ability of Amcor and Berry to retain key personnel and customers; and those risks discussed in Amcor’s and Berry’s
respective filings with the SEC. Forward looking statements included herein are made only as of the date hereof and neither Amcor nor
Berry undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result
of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking
statements in this communication are qualified in their entirety by this cautionary statement.
Note Regarding Use of Non-GAAP Financial Measures
Included in this communication are measures of
financial performance that are not calculated in accordance with U.S. GAAP. These measures include annual cash flow, adjusted cash earnings
per share and certain cost, growth and financial synergies of the combined company post consummation of the transaction.
In arriving at these non-GAAP measures, Amcor
excludes items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items
that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future
performance from an improper base. These non-GAAP measures are presented for illustrative purposes only, contain a variety of adjustments,
assumptions and preliminary estimates and are not necessarily indicative of what the combined company’s actual results of operations
or financial condition would be upon completion of the merger.
In the view of Amcor’s management, the
estimated synergies included in this communication were prepared on a reasonable basis, reflecting the best available estimates and
judgments of Amcor’s management at the time of preparation and presented as of the time of preparation, to the best of
Amcor’s management’s knowledge and belief, the expected course of action and the expected performance of the combined
company. While presented with numerical specificity, the estimated synergies presented herein are subject to estimates and
assumptions in many respects, inherently uncertain and, as a result, subject to interpretation. The estimates and assumptions used
to prepare these estimated synergies may prove not to be appropriate for any number of reasons, including general economic
conditions, trends in the packaging industry, including trends in capital spending, inventory and unit production, competition and
the risks discussed under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and
“Risk Factors” in the Joint Proxy Statement. Such estimated synergies do not take into account any circumstances or
events occurring after the date such information was prepared and also reflect assumptions as to certain business decisions that are
subject to change.
These
non-GAAP financial measures should not be construed in isolation or as a substitute for, or superior to, results determined in accordance
with U.S. GAAP, are not reported by all of Amcor’s or Berry's competitors and may not be directly comparable to similarly titled
measures of Amcor’s competitors given potential differences in the exact method of calculation.
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