MELBOURNE, Australia & NEENAH, Wis.--(BUSINESS WIRE)--Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE: BMS) announce
that regulatory clearance has been received from the US Department of
Justice in relation to the combination of the two companies. A condition
of this approval is the previously announced sale of certain Amcor
assets located in the US to Tekni-Plex, Inc.
All antitrust and other regulatory clearances have now been completed,
and the final steps towards closing the transaction will now proceed.
Expected key dates are as follows:
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Event
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Date
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Second Court Hearing in Australia
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Tuesday 4 June 2019
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Scheme Effective Date
Amcor Limited shares cease
trading on ASX at close of trading
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Tuesday 4 June 2019
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Amcor plc CDI’s to commence trading on a deferred settlement basis
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Wednesday 5 June 2019
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Scheme Record Date
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Thursday 6 June 2019
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Bemis shares cease trading on NYSE at close of trading (New York
time)
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Monday 10 June 2019
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Completion Date
Scheme Implementation and merger
closing date Amcor plc shares to commence trading on the NYSE
(New York time)
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Tuesday 11 June 2019
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Amcor plc CDI’s to commence trading on ASX on a normal settlement
basis
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Wednesday 12 June 2019
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Dates reference Melbourne, Australia time unless otherwise indicated.
These dates remain subject to change. Reasonable notice of any such
variation will be provided.
Amcor plc will trade on the New York Stock Exchange under the ticker
symbol “AMCR” and on the Australian Securities Exchange under the ticker
symbol “AMC”.
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 Company, Inc. (“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; 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’ filings with the U.S.
Securities and Exchange Commission (the “SEC”),
including the “Risk Factors” section of Bemis’ 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’ 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.
Legal Disclosures
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 Filed with the SEC and registered with ASIC
In connection with the contemplated transactions, New Amcor has filed an
effective Registration Statement on Form S-4 with the SEC that includes
a preliminary form joint proxy statement of Bemis and prospectus of New
Amcor. The joint proxy statement/prospectus has been sent or given to
Bemis shareholders and will contain important information about the
contemplated transactions. The S-4 has been declared effective by the
SEC. Shareholders are urged to read the joint proxy
statement/prospectus and other relevant documents filed with the
SEC carefully because they 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 investment decision.
In connection with the scheme of arrangement, which is part of the
contemplated transaction, Amcor has registered a Scheme Booklet with
ASIC that includes an independent expert’s report and a notice of scheme
meeting. The Scheme Booklet is an important document and should be read
carefully and in its entirety by shareholders. A copy of the Scheme
Booklet has been sent to Amcor shareholders and will otherwise be
available on the ASX’s website (www.asx.com.au).
This announcement does not contain all of the information contained in
the Scheme Booklet and S-4. For example section 1.2 of the Scheme
Booklet outlines the disadvantages of the transaction and section 7 of
the Scheme Booklet contains certain risk considerations relating to the
transaction that should also be considered by Amcor shareholders, and
the ‘Risk Factors’ section of the S-4 outlines the risks relating to the
transaction that should also be considered by Bemis shareholders.