Bemis Company Announces Filing of Definitive Proxy Statement in Connection with Proposed Merger with Amcor Limited

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INVESTOR CENTER

Bemis creates exceptional packaging for food, consumer product, healthcare, and industrial applications.

Our strategic objectives are to accelerate growth, focus innovation, and continuously improve, all aimed at delivering strong financial performance. In 2017, we launched “Agility” – our actions to fix, strengthen, and grow our business.

Our Vision is: passionate commitment to the growth and success of our customers will make Bemis the clear choice for inspired packaging solutions.

STOCK INFORMATION

NYSE: BMS

(Common Stock)

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Bemis Company Announces Filing of Definitive Proxy Statement in Connection with Proposed Merger with Amcor Limited

March 27, 2019

Dateline:

NEENAH, Wis.

Public Company Information:

NYSE:
BMS
ASX:
AMC

NEENAH, Wis.--(BUSINESS WIRE)--Bemis Company, Inc. (NYSE: BMS) announced today that definitive proxy materials have been filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s pending merger with Amcor Limited (ASX: AMC). The definitive proxy statement is available on the Investor Relations section of Bemis’ website, as well as www.sec.gov, and will be sent to all Bemis shareholders entitled to vote at the Bemis Special Meeting of Shareholders.

As previously announced, Bemis’ Special Meeting is scheduled to take place on May 2, 2019 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) at The Langham, Chicago, 330 North Wabash Avenue, Chicago, Illinois 60611. All shareholders of record of Bemis’ common stock as of the close of business on March 20, 2019 will be entitled to vote their shares either in person or by proxy at the Special Meeting. As previously announced, the expected completion date of the transaction is May 15, 2019.

“The Bemis Board unanimously supports our pending combination with Amcor and believes it maximizes value for our stakeholders,” said Bemis’ President and CEO, William F. Austen. “Together, Bemis and Amcor will create the global leader in consumer packaging with the footprint, scale, talent, and capabilities to offer customers the most compelling value proposition in the packaging industry. Bemis shareholders will have the opportunity to benefit from the increased dividend, which nearly doubles from Bemis’ current dividend, and the value creation driven from not only the $180 million of cost synergies identified as part of the transaction but also additional potential revenue synergies from cross-selling opportunities. Our employees will benefit as part of a larger, more diversified organization, and I have every confidence that they will carry forward the Bemis legacy of innovation, respect, ethics, and accountability. This is the next exciting chapter for Bemis, and we look forward to creating value for our stakeholders through this combination.”

The Bemis Board of Directors unanimously recommends that shareholders vote “FOR” the merger proposal as well as all other Bemis proposals.

Bemis shareholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Bemis Special Meeting may contact Bemis’ proxy solicitors:

Innisfree M&A Incorporated
Phone: (888) 750-5834 (from the U.S. and Canada)
Banks & Brokers: (212) 750-5833

ABOUT BEMIS COMPANY, INC.

Bemis Company, Inc. (“Bemis” or the “Company”) is a supplier of flexible and rigid plastic packaging used by leading food, consumer products, healthcare, and other companies worldwide. Founded in 1858, Bemis reported 2018 net sales of approximately $4.1 billion. Bemis has a strong technical base in polymer chemistry, film extrusion, coating and laminating, printing, and converting. Headquartered in Neenah, Wisconsin, Bemis employs approximately 16,000 individuals worldwide. More information about Bemis is available at our website, www.bemis.com.

LEGAL DISCLOSURES

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 of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Amcor Limited (“Amcor”), its subsidiary Amcor plc (f/k/a Arctic Jersey Limited) (“New Amcor”) and Bemis have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication include, without limitation, statements about the anticipated benefits of the contemplated transactions, including future financial and operating results and expected synergies and cost savings related to the contemplated transactions, the plans, objectives, expectations and intentions of Amcor, New Amcor or Bemis and the expected timing of the completion of the contemplated transactions. Such statements are based on the current expectations of the management of Amcor or Bemis, as applicable, are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor, New Amcor or Bemis, 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. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to: uncertainties as to the timing of the contemplated transactions; uncertainties as to the approval of the transactions by Bemis’s and Amcor’s shareholders, as required in connection with the contemplated transactions; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary approval; the effects of disruption caused by the announcement of the contemplated transactions or the performance of the parties’ obligations under the transaction agreement making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; uncertainties as to the availability and terms of refinancing for the existing indebtedness of Amcor or Bemis in connection with the contemplated transactions; uncertainties as to whether and when New Amcor may be listed in the US S&P 500 index and the S&P / ASX 200 index; uncertainties as to whether, when and in what amounts future dividend payments may be made by Amcor, Bemis or New Amcor; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transactions; transaction costs; actual or contingent liabilities; disruptions to the financial or capital markets; other risks and uncertainties discussed in Amcor’s disclosures to the Australian Securities Exchange (“ASX”), including the “2018 Principal Risks” section of Amcor’s Annual Report 2018; and other risks and uncertainties discussed in Bemis’s filings with the SEC, including the “Risk Factors” section of Bemis’s annual report on Form 10-K for the fiscal year ended December 31, 2018. You can obtain copies of Amcor’s disclosures to the ASX for free at ASX’s website (www.asx.com.au). You can obtain copies of Bemis’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and none of Amcor, New Amcor or Bemis 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, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information
In connection with the contemplated transactions, New Amcor has filed an effective Registration Statement on Form S-4 (S-4) with the SEC that includes the joint proxy statement of Bemis and prospectus of New Amcor. The joint proxy statement/prospectus will also be sent or given to Bemis shareholders and will contain important information about the contemplated transactions. Shareholders are urged to read the joint proxy statement/prospectus and other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about Bemis, Amcor, New Amcor, the contemplated transactions and related matters. Investors and shareholders may obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by Bemis, Amcor and New Amcor through the SEC’s website (www.sec.gov).

Bemis shareholders should carefully read the joint proxy statement/prospectus, and any other relevant documents filed by New Amcor or Bemis before making any voting or investment decision.

Participants in the Solicitation
Bemis, Amcor, New Amcor and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Bemis shareholders in connection with the contemplated transactions. Information about Bemis’s directors and executive officers is set forth in its annual report on Form 10-K for the fiscal year ended December 31, 2018, including Amendment No. 1 thereto, which may be obtained for free at the SEC’s website (www.sec.gov). Information about Amcor’s directors and executive officers is set forth in its Annual Report 2018, which may be obtained for free at ASX’s website (www.asx.com.au). Additional information regarding the interests of participants in the solicitation of proxies in connection with the contemplated transactions is included in the joint proxy statement/prospectus that Bemis has filed with the SEC.

Contact:

Investors
Bemis Company Inc.
Erin M. Winters, Director of Investor Relations
920-527-5288

Innisfree M&A Incorporated
Arthur Crozier/Larry Miller
212-750-5833

Media
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Sharon Stern
212-355-4449