M&A - Amcor plc

Form Type: SD

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925054238

Filing Summary: On April 30, 2025, Amcor plc completed an all-stock combination with Berry Global Group, Inc. This report on Form SD is filed to comply with Rule 13p-1 under the Securities Exchange Act, focusing on conflict minerals in products manufactured during the reporting period. Amcor commits to ensuring that 3TG (tantalum, tin, tungsten, and gold) used in its products is sourced responsibly, without funding armed groups in the Democratic Republic of the Congo or neighboring countries. The company requires its suppliers to confirm the 'DRC conflict free' status of materials supplied and has metrics for supplier compliance and performance assessment through the EcoVadis rating platform. Amcor achieved 100% compliance with its Supplier Code of Conduct for strategic suppliers, aiming for transparency and sustainability in its supply chain practices.

Form Type: S-8

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925045522

Filing Summary: On May 7, 2025, Amcor plc filed Form S-8 with the SEC to register the offer and sale of up to 20,572,561 ordinary shares. This action is related to the merger with Berry Global Group, Inc., which was finalized on April 30, 2025. According to the Merger Agreement dated November 19, 2024, Berry Global Group merged with a wholly-owned subsidiary of Amcor plc, leading to Berry surviving as a fully-owned subsidiary of Amcor. The ordinary shares being registered are intended for holders of Berry RSU and PSU Awards, and Berry Options which were unvested before the merger. Additionally, the plan associated with the merger includes up to 11,084,626 Amcor Ordinary Shares available for future issuance under the 2015 Long-Term Incentive Plan of Berry, which Amcor assumed at the Effective Time of the merger.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925042520

Filing Summary: On April 30, 2025, Amcor plc completed its merger with Berry Global Group, Inc. as per the previously announced Agreement and Plan of Merger from November 19, 2024. The merger involved the integration of Berry as a wholly-owned subsidiary of Amcor. Each share of Berry Common Stock was exchanged for 7.25 shares of Amcor Ordinary Shares and any fractional shares were compensated with cash. Additionally, outstanding Berry equity awards were converted into equivalent Amcor RSU Awards or Converted Options based on the exchange ratio. Approximately 860 million Amcor Ordinary Shares are expected to be issued due to this merger, not including shares from outstanding equity awards. New directors were appointed to the Amcor Board from Berry’s previous board, and several current Amcor officers resigned or took on new roles. Amendments to compensation agreements for existing officers were also made, reflecting new employment terms in connection with the merger.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925039528

Filing Summary: On April 25, 2025, Amcor plc announced the unconditional approval from the European Commission for its merger with Berry Global Group, Inc. The merger was originally agreed upon on November 19, 2024, between Amcor, its wholly-owned subsidiary Aurora Spirit, Inc., and Berry Global. Upon completion, Berry will become a wholly-owned subsidiary of Amcor. The merger is expected to close on April 30, 2025, pending the satisfaction or waiver of specific conditions. A joint press release was issued by Amcor and Berry on this date, detailing the merger's approval by the EC.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925039532

Filing Summary: Amcor plc has received antitrust approval from the European Commission, confirming the final regulatory milestone for their merger with Berry Global Group, Inc. The anticipated completion of this merger is set for April 30, 2025. This achievement highlights the effective efforts of both companies in obtaining regulatory clearances promptly. While Amcor and Berry will operate separately until the merger is finalized, they are eager to begin their journey as a combined organization. The merger is expected to enhance customer service, accelerate growth, and enable a greater positive impact than either company could achieve individually.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925039536

Filing Summary: Amcor plc has filed a communication related to its proposed merger with Berry Global Group, Inc. The document is a Rule 425 filing and includes forward-looking statements about the anticipated benefits and impacts of the merger on both companies. It outlines potential risks and uncertainties that could affect the completion of the merger, including regulatory approvals, integration challenges, and economic conditions. The communication emphasizes that actual results may differ from expectations due to various factors, including changes in consumer behavior, economic volatility, and competition. It highlights concerns over management focus, employee retention, and potential legal issues stemming from the transaction.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925039526

Filing Summary: On April 25, 2025, the European Commission unconditionally approved the merger between Amcor plc and Berry Global Group, Inc. The merger is part of an Agreement and Plan of Merger signed on November 19, 2024, between Amcor, its wholly-owned subsidiary Aurora Spirit, Inc., and Berry. Following the approval, Amcor and Berry expect the merger to be finalized on April 30, 2025, pending the satisfaction or waiver of closing conditions. A joint press release was issued on the same day to announce this development.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925035554

Filing Summary: On April 16, 2025, Amcor plc announced significant progress in its merger with Berry Global Group, Inc., following overwhelming shareholder approval and antitrust clearances in key markets including the U.S., China, and Brazil. The merger is anticipated to create a global leader in consumer and healthcare packaging with combined revenues of $24 billion and substantial synergies of approximately $650 million expected within three years of closing. Amcor is focused on enhancing supply chain capabilities, innovation, and sustainability goals. A supplier meeting is scheduled for May 5, 2025, to discuss price adjustments and future business expectations, while both companies will continue to operate separately until the transaction formally closes.

Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925031129

Filing Summary: On April 2, 2025, Amcor plc communicated key updates regarding the integration planning between Amcor and Berry Global Group, Inc., as they prepare for the completion of their merger. The communication highlighted that teams are now focused on action planning and accountability, emphasizing the progress made in the integration efforts. Significant achievements were reported, including the alignment of plans across regions through 22 cross-workstream meetings and the development of 260 cost and revenue synergy initiatives. The communication stressed the importance of capturing value quickly following the merger and ensuring sustained success. Despite the ongoing preparations, it was noted that Amcor and Berry remain separate companies until the merger is finalized. A cautionary statement addressed forward-looking statements regarding expected benefits, risks, and uncertainties associated with the merger, including potential impacts on business operations and financial results. Amcor and Berry have been evaluating the risks related to the merger, including regulatory hurdles and integration challenges, and provided references to their SEC filings for further risks.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030544

Filing Summary: Amcor plc has announced further senior leadership appointments as it prepares for the merger with Berry Global Group, Inc. Following the completion of the merger, several senior leaders will take on key roles: Michael Casamento as Chief Financial Officer, David Clark as Chief Sustainability Officer, Deborah Rasin as General Counsel, Tracey Whitehead as head of Investor Relations, and Ian Wilson leading Strategy and Development. Bill Norman will lead the Containers & Closures team in the Americas. The leadership team aims to build their respective teams and ensure the organization's functionality post-merger. Amcor expressed gratitude for employee dedication amid these changes and plans to provide updates in the coming weeks regarding organizational operations and strategies. The document also contains forward-looking statements regarding the merger's anticipated benefits, risks, and uncertainties, including challenges in completing the transaction and the integration of the two companies.

Form Type: 425

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925026226

Filing Summary: Amcor plc announces the organizational model and leadership team following its merger with Berry Global Group, Inc., scheduled to close soon. The new Amcor will consist of two main divisions: Global Flexibles and Global Containers & Closures, led by Fred Stephan and Jean-Marc Galvez, respectively. This communication emphasizes the commitment to maintaining customer satisfaction and delivering on commitments during this transition period while recognizing that both companies remain independent until the merger occurs. The announcement indicates a strategic focus on sustainable growth and operational efficiency within the new structure of Amcor.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024412

Filing Summary: On March 17, 2025, Amcor plc completed the sale of $2.2 billion in guaranteed senior notes through its wholly-owned subsidiary, Amcor Flexibles North America, Inc. (AFNA). The offering comprised three series of notes: $725 million of 4.800% notes due 2028, $725 million of 5.100% notes due 2030, and $750 million of 5.500% notes due 2035. The net proceeds from this offering will be used to repay certain existing debts of Berry Global Group, Inc. (Berry), in connection with Amcor's planned merger with Berry, per the Merger Agreement established on November 19, 2024. The notes are senior unsecured obligations guaranteed by Amcor and its subsidiaries. Should the merger not occur by the specified deadlines outlined in the Merger Agreement, AFNA is required to redeem certain notes at specified terms. Additionally, a registration rights agreement was also entered into on the same day to facilitate the exchange of these notes for equivalent ones under certain conditions. Post-closing, AFNA terminated its bridge loan commitments in light of receiving cash proceeds from this note issuance.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024443

Filing Summary: Amcor plc is set to merge with Berry Global Group, Inc., creating a prominent player in the consumer and healthcare packaging sectors. This strategic combination aims to enhance innovative capabilities and expand scale across flexible, container, and closure markets. Peter Konieczny is announced as the CEO of the combined entity, while Susana Suarez Gonzalez will serve as Chief Human Resources Officer. The new structure will feature two main business divisions: Global Flexibles and Global Containers & Closures, with headquarters remaining in Zurich. The merger is scheduled to close in mid-2025, pending regulatory approvals and other customary conditions. Significant progress has already been made with approvals from both companies’ shareholders and U.S. antitrust clearance. The merger will not affect employee roles until its finalization, and both companies will continue independent operations during the integration planning phase. This move is aimed at reinforcing their positions in higher-growth market categories and enhancing sustainability efforts.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024477

Filing Summary: Amcor plc announced a merger with Berry Global Group, Inc. This collaboration is expected to create a global leader in consumer and healthcare packaging solutions by combining the complementary strengths of both companies. The integration aims to enhance the portfolio of innovative and specialized packaging solutions, focusing on high-growth categories such as healthcare and food service. By leveraging Berry's existing capabilities in flexible films and containers, Amcor intends to broaden its market reach and operational efficiency. The merger is anticipated to unlock new opportunities across several sectors, including beauty and personal care, while emphasizing sustainability in product offerings. The document also provides a cautionary statement regarding forward-looking statements and the potential risks associated with the merger, such as regulatory approvals, the impact on existing relationships, and market conditions that could affect the transaction's benefits.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024411

Filing Summary: On March 17, 2025, Amcor plc, through its subsidiary Amcor Flexibles North America, Inc. (AFNA), completed a sale of $2.2 billion in senior notes to fund its merger with Berry Global Group, Inc. The offering included three series of guaranteed senior notes, with maturities in 2028, 2030, and 2035, and a range of interest rates from 4.800% to 5.500%. The proceeds will be used primarily to repay debts related to the merger. The merger is regulated under a previous agreement from November 19, 2024, and includes specific conditions on note redemption if the merger process does not advance as scheduled. Additionally, a registration rights agreement was established to facilitate the exchange of notes, mandating efforts to file a registration statement for the notes within 270 days after the offering's closing date.

Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023182

Filing Summary: On March 12, 2025, Amcor Flexibles North America, Inc. (AFNA), a wholly-owned subsidiary of Amcor plc, priced a private offering of guaranteed senior notes totaling $2.2 billion, consisting of three tranches: $725 million of 4.800% Guaranteed Senior Notes due 2028, $725 million of 5.100% Guaranteed Senior Notes due 2030, and $750 million of 5.500% Guaranteed Senior Notes due 2035. The offering is set to close on March 17, 2025, pending customary conditions. The proceeds will be used to settle certain debts of Berry Global Group, Inc. in conjunction with Amcor’s planned merger with Berry. The notes will have a special mandatory redemption clause unless the merger is executed by five business days after the designated Outside Date. A press release detailing the offering was issued by Amcor on March 13, 2025, which is also attached as an exhibit to the filing.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023175

Filing Summary: On March 12, 2025, Amcor Flexibles North America, Inc. (AFNA), a wholly-owned subsidiary of Amcor plc, priced a private offering of guaranteed senior notes totaling $2.2 billion. This offering includes three tranches: $725 million in 4.800% Guaranteed Senior Notes due 2028, $725 million in 5.100% Guaranteed Senior Notes due 2030, and $750 million in 5.500% Guaranteed Senior Notes due 2035. The pricing is part of financing related to Amcor's merger with Berry Global Group, Inc., with the proceeds meant to pay off certain indebtedness of Berry. All notes, except for those due in 2028, will face a mandatory special redemption if the merger does not close within five business days after the outside date specified in the merger agreement. A press release regarding the offering was issued on March 13, 2025, detailing the pricing and conditions. The offering targets qualified institutional buyers and non-U.S. persons, in compliance with relevant securities laws. The offering is expected to close on March 17, 2025, pending customary conditions.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022393

Filing Summary: On March 10, 2025, Amcor plc and Berry Global Group, Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act regarding their merger agreement. The merger will see Amcor's wholly-owned subsidiary, Aurora Spirit, Inc., merge with Berry, with Berry surviving as a subsidiary of Amcor. The companies anticipate the merger will close in mid-2025, pending the satisfaction of other regulatory and operational conditions. A joint press release was issued on March 11, 2025, confirming this expiration and providing further details about the merger process.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022552

Filing Summary: Amcor plc announced that it has received antitrust clearance from the US Department of Justice for its proposed merger with Berry Global Group, Inc. This marks a significant milestone in the process of their planned combination. The future Amcor following the merger is projected to have approximately half of its revenues sourced from the US. The message reinforced the importance of maintaining operations as usual until the merger is finalized, which is expected to close by mid-2025. Amcor and Berry are actively progressing toward obtaining necessary regulatory approvals, and the communication highlighted ongoing efforts and assurances for stakeholders. Additionally, it reminded investors to review important documentation associated with the merger, which includes a registration statement and joint proxy statement/prospectus that have been filed with the SEC.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022557

Filing Summary: On March 11, 2025, Amcor plc announced progress towards its merger with Berry Global Group by stating it has received US antitrust clearance. This development keeps them on track for closing the merger in mid-calendar year 2025, aiming to establish a global leader in consumer and healthcare packaging solutions. The document highlights that the communication made via LinkedIn does not constitute an offer to sell or solicit votes in connection to the proposed transaction. Amcor had previously filed a registration statement on Form S-4 with the SEC on January 13, 2025, which was declared effective on January 23, 2025. The final joint proxy statement/prospectus was mailed to shareholders around the same date. The company's cautionary statements emphasize the uncertainties and risks associated with forward-looking statements regarding the merger's expected benefits, operational impacts, and potential regulatory challenges that could affect completion. Investors are advised to read the definitive joint proxy statement/prospectus and other SEC filings for important information regarding the merger.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022389

Filing Summary: On March 10, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the merger of Amcor plc and Berry Global Group, Inc. expired. This merger arrangement involves Amcor's subsidiary, Aurora Spirit, Inc., merging with Berry, with Berry continuing as a wholly-owned subsidiary of Amcor. The transaction is anticipated to conclude in mid-2025, pending other essential closing conditions. A joint press release was issued by Amcor and Berry on March 11, 2025, highlighting the expiration of the waiting period under the HSR Act. The upcoming merger is part of Amcor's strategic initiatives to enhance its business operations and market position.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925021906

Filing Summary: On March 10, 2025, Amcor plc filed a Current Report on Form 8-K regarding its merger with Berry Global Group, Inc., following the previously disclosed Agreement and Plan of Merger established on November 19, 2024. Amcor will merge with its wholly-owned subsidiary, Aurora Spirit, Inc., transitioning Berry into a wholly-owned subsidiary of Amcor. The filing includes unaudited pro forma financial statements that reflect the financial impact of the merger along with other related transactions, emphasizing they are for informational purposes only and do not forecast future results. The report also contains a cautionary statement concerning forward-looking statements, outlining potential risks and uncertainties associated with the merger

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925021904

Filing Summary: On March 10, 2025, Amcor plc reported on its planned merger with Berry Global Group, Inc. under an Agreement and Plan of Merger signed on November 19, 2024. The merger will involve Amcor's wholly-owned subsidiary, Aurora Spirit, Inc., merging with Berry Global, with Berry surviving as a wholly-owned subsidiary of Amcor. The report includes financial information relevant to the merger, alongside unaudited pro forma financial statements that detail the anticipated financial impact of the merger. Although these statements are for informational purposes, they do not guarantee projected outcomes of the merged entities. The report provides a cautionary statement regarding forward-looking statements, highlighting associated risks and uncertainties related to the merger's completion and future performance abilities.

Form Type: 425

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925021792

Filing Summary: Amcor plc has communicated to its employees regarding the planned merger with Berry Global Group, targeted for mid-2025. The shareholders of both companies have overwhelmingly approved the merger. Amcor has made significant progress in integration planning with Berry, having held an integration summit that involved over 80 working sessions focusing on 360 collaboration areas. A total of 650 key actions were identified to ensure a smooth transition on Day 1 of the merger. The document emphasizes the cultural alignment and collaborative spirit between the two companies as they prepare for the merger. Amcor is committed to keeping employees informed and engaged through various resources, including an information hub about the merger and ongoing updates.

Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925021032

Filing Summary: On March 3, 2025, Amcor plc entered into a Five-Year Syndicated Facility Agreement with several subsidiaries and JPMorgan Chase Bank, N.A. This agreement provides an unsecured revolving credit facility totaling $3.75 billion, maturing on March 3, 2030, with potential extensions. The agreement allows for an increase in commitment levels up to $1.0 billion based on certain conditions. It outlines various interest rates based on loan types and includes customary covenants. On the same date, Amcor terminated its previous three-year and five-year facility agreements without any outstanding amounts or penalties. Additionally, a joint press release on March 5, 2025, disclosed the successful conclusion of consent solicitations for certain senior secured notes, as part of a strategy that may involve a merger with Berry Global, Inc.

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925020616

Filing Summary: Amcor plc announced a planned combination with Berry Global Group, Inc., describing the merger as a strategic move to create a larger, more capable packaging entity. The merger aims to capitalize on the complementary nature of both companies, enhancing their market presence and ability to serve customers across a global footprint that includes approximately 400 facilities and a presence in more than 140 countries. The collaboration is expected to strengthen operations in high-growth sectors like healthcare and personal care, driven by Berry's extensive manufacturing network and diverse product offerings. The document outlines significant potential benefits, including increased innovation and operational resilience, though it also highlights risks associated with the transaction, such as the need for regulatory approvals and challenges in merging the two organizations effectively. Amcor emphasizes its dedication to maintaining customer and personnel relations throughout the integration process and mentions ongoing discussions about Berry's product portfolio and sustainability commitment as part of their marketing strategy.

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000110465925020874

Filing Summary: On March 5, 2025, Amcor plc's CEO, Peter Konieczny, communicated important updates regarding the company's merger with Berry Global Group, Inc. He emphasized progress in planning for the future combined organization, aimed at building a strong leadership team from both companies. Susana Suarez Gonzalez was confirmed to retain her position as Chief Human Resources Officer post-merger. The organization will be structured into two main business segments: Global Flexibles and Global Closures & Containers, with immediate attention to selecting leadership for these divisions and the Chief Financial Officer. The company plans to act swiftly in appointing leaders while maintaining a commitment to thoroughly evaluate candidates. Konieczny reaffirmed that Amcor and Berry remain independent entities until the transaction closes and acknowledged the teams' efforts during this transitional phase. The communication included a cautionary statement regarding forward-looking statements, highlighting anticipated risks associated with the merger process.

Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925019124

Filing Summary: On February 28, 2025, Amcor plc announced that shareholders of both Amcor and Berry Global Group overwhelmingly approved their combination, marking a significant advancement towards completing the merger. The transaction is pending closing conditions, and preparations are underway for a seamless transition to maximize value from the start. This merger is founded on the complementary strengths of both companies, aiming to enhance distribution and packaging capabilities, improve supply chain resilience, and simplify operations for customers across different regions. The collaboration will expand their global footprint, enabling local brands to access global capabilities. The merger plans also involve developing a wider range of packaging solutions by leveraging combined expertise in various packaging areas including closures, bottles, films, and cartons. Amcor is poised to address industry challenges by partnering with organizations like Michigan State University to innovate and improve sustainability practices. Communication underscored that both companies remain independent in the interim and emphasized a commitment to maintaining high service levels during this transition period. This announcement is meant for investor communication and does not constitute a securities offer or solicitation. Investors are advised to refer to SEC filings for detailed information and paid close attention to potential risks and uncertainties affecting the merger completion.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017431

Filing Summary: Amcor plc announced a significant milestone in the process to merge with Berry Global Group, Inc. Shareholders from both companies voted overwhelmingly in favor of the combination, reflecting strong support from Amcor's and Berry Global's shareholders. The vote constitutes a necessary legal step and affirms the potential benefits of the merger, such as improved customer service, faster growth, and enhanced global operations. The merger is targeted for completion in the middle of the calendar year, with an integration team already planning for a smooth transition. Employees are encouraged to continue their efforts in maintaining business operations while addressing the merger process. The CEO, Peter Konieczny, expressed gratitude towards employees for their support and emphasized the importance of focusing on business commitments during this transition period. The announcement includes cautionary statements regarding forward-looking information, acknowledging uncertainties and various risks associated with completing the merger and achieving the anticipated benefits.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017434

Filing Summary: On February 26, 2025, Amcor plc announced that shareholders of both Amcor and Berry Global Group, Inc. overwhelmingly approved the merger between the two companies. This merger is aimed at enhancing operational capabilities and accelerating growth in the packaging industry. The announcement emphasized the strategic advantages of the merger, highlighting the opportunity for greater customer service and innovative packaging solutions. The document also includes cautionary statements regarding forward-looking assertions related to the merger, outlining potential risks including regulatory approvals, operational disruptions during the merger process, and uncertainty in achieving projected synergies post-merger.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017512

Filing Summary: Amcor plc is progressing with its acquisition of Berry Global Group, as discussed by CEO P.K. Konieczny and CFO Michael Casamento at the BofA Securities 2025 Global Agriculture & Materials Conference on February 26, 2025. The shareholders of both Amcor and Berry have voted in favor of the transaction, which is considered a significant milestone. The regulatory approval process is ongoing, with positive discussions reported regarding antitrust and foreign direct investment regulations. Amcor has filed necessary documentation and has received some approvals already. The merger is anticipated to close by mid-year 2025, facilitating expected synergies and margin enhancements for the combined entity, which includes a projected $650 million in synergies over three years. The focus will be on cost reductions in procurement, SG&A, and operational improvements, with a projected combined revenue of $24 billion. Amcor aims to leverage its strengths in flexible packaging and Berry's strengths in containers and closures, resulting in enhanced capabilities and market position for the merged companies.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: Update

Accession Number: 000110465925017199

Filing Summary: On February 25, 2025, Amcor plc held an Extraordinary General Meeting where shareholders voted on the Share Issuance Proposal related to the issuance of shares of ordinary shares for a merger agreement with Berry Global Group, Inc. The proposal was approved with 1,033,162,281 votes in favor and 2,689,594 votes against. Additionally, a proposal for potential adjournments was not voted on due to sufficient support for the merger. On February 26, 2025, Amcor and Berry issued a joint press release to announce the results of the meeting.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017232

Filing Summary: On February 26, 2025, Amcor plc announced the commencement of consent solicitations from holders of various Senior Secured Notes issued by Berry Global, Inc., a wholly-owned subsidiary of Berry Global Group, Inc. The consent solicitations aim to amend certain provisions of the applicable indenture governing these notes. The applicable notes involved in the consent solicitations include 1.50% First Priority Senior Secured Notes due 2027, 1.65% First Priority Senior Secured Notes due 2027, 5.50% First Priority Senior Secured Notes due 2028, 5.800% First Priority Senior Secured Notes due 2031, and 5.650% First Priority Senior Secured Notes due 2034. A press release was also issued on this date announcing the consent solicitations, but information in the SEC filing clarifies that it should not be construed as 'filed' for regulatory purposes. Furthermore, potential risks related to the merger, including uncertainties, and their impact on operational performance and synergies, were discussed, indicating that the merger is subject to various conditions and approvals.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017200

Filing Summary: On February 25, 2025, Amcor plc held an Extraordinary General Meeting where shareholders approved the Share Issuance Proposal. This proposal involves the issuance of ordinary shares related to the merger agreement between Amcor, its subsidiary Aurora Spirit, Inc., and Berry Global Group, Inc. The voting results showed substantial support with 1,033,162,281 votes in favor, 2,689,594 against, and 1,764,691 abstentions. Due to sufficient votes for the proposal, a secondary proposal for adjournments was not voted on. A joint press release regarding the meeting results was issued on February 26, 2025.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925017236

Filing Summary: On February 26, 2025, Amcor plc announced the commencement of Consent Solicitations from holders of various First Priority Senior Secured Notes issued by its subsidiary, Berry Global, Inc. The consent solicitations aim to amend provisions in the indenture governing these notes. This includes multiple series due between 2026 and 2034. Amcor simultaneously issued a press release outlining this development, noting that other series of notes are not included in the solicitations. Forward-looking statements regarding the potential benefits and risks associated with these solicitations and the ongoing merger with Berry Global Group were also highlighted in the filing.

Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925016132

Filing Summary: Amcor plc announced a combination with Berry Global Group, creating a leading global entity in flexible packaging, containers, and closures for consumer and healthcare applications. Significant progress has been made in integration planning since the announcement, with regulatory reviews underway and a definitive joint proxy statement/prospectus filed on January 23, 2025. Shareholder votes from both companies are scheduled for February 25, 2025. Once the transaction closes, anticipated in mid-2025, both companies will operate as one. The preparation phase includes planning milestones and fostering employee engagement prior to Day 1 of the new operation. This integration aims to enhance their capabilities across various market segments, ultimately striving for enhanced safety, customer service, sustainability, and innovation.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925014051

Filing Summary: On February 14, 2025, Amcor plc disclosed updates regarding its previously announced merger with Berry Global Group, Inc. The merger, which was established through an Agreement and Plan of Merger entered on November 19, 2024, details the merger of Aurora Spirit, Inc. (a wholly-owned subsidiary of Amcor) with Berry, resulting in Berry becoming a wholly-owned subsidiary of Amcor. The SEC declared Amcor's registration statement effective on January 23, 2025, initiating the mailing of a Joint Proxy Statement/Prospectus to shareholders. Legal challenges have been posed by stockholders alleging the Joint Proxy Statement/Prospectus contained material omissions. To address concerns while denying any wrongdoing, Amcor and Berry are voluntarily providing additional disclosures. The communication also affirms that shareholders are encouraged to read the complete Joint Proxy Statement/Prospectus and related filings for important details about the merger.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925014041

Filing Summary: On February 14, 2025, Amcor plc reported on its merger plans with Berry Global Group, Inc. under a Merger Agreement initiated on November 19, 2024. The agreement outlines the merger of Aurora Spirit, Inc., a subsidiary of Amcor, into Berry, which will then operate as a wholly-owned branch of Amcor. Amcor filed a registration statement on Form S-4 on January 13, 2024, which was amended and approved by the SEC. Following this, the joint proxy statement/prospectus was distributed to shareholders around January 23, 2025. The report notes ongoing litigation concerning the adequacy of disclosures in the proxy statement, with allegations from purported shareholders that these documents were incomplete. Amcor maintains that they are complying with disclosure requirements and are supplementing information in the proxy to address the claims without admitting any legal fault. Several financial modifications regarding projections and advisory opinions from external partners regarding the merger have also been documented, emphasizing the complexities involved in the financial evaluations and discussions surrounding the merger.

Form Type: 425

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925012421

Filing Summary: Amcor plc and Berry Global Group, Inc. have entered into a Merger Agreement, whereby Amcor intends to acquire Berry in an all-stock transaction. The deal requires approval from shareholders and CDI holders at Amcor's Extraordinary General Meeting (EGM) set for February 26, 2025. Each Amcor CDI holder will maintain their number of CDIs post-merger while Berry stockholders will receive 7.25 Amcor Ordinary Shares for every share of Berry Common Stock held. The Amcor Board unanimously recommends that holders vote in favor of the merger proposals. Voting instructions are encouraged to be submitted by February 21, 2025, to ensure participation in the EGM.

Form Type: 425

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925012918

Filing Summary: Amcor plc is advancing its integration planning for the announced merger with Berry Global Group. An integration planning team has been established, comprising leaders from various functional and regional teams to facilitate a smooth transition post-transaction. The team focuses on key integration workstreams, including Master Planning, Synergy Validation, and Day 1 Readiness, among others. All members will be dedicated to ensuring effective integration and resource allocation during this period. Furthermore, a joint proxy statement/prospectus has been filed with the SEC, and shareholders are encouraged to review the documents for important information regarding the transaction. Forward-looking statements highlight potential risks and uncertainties surrounding the completion and benefits of the merger, including regulatory approvals and synergies.

Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925011218

Filing Summary: Amcor plc is actively pursuing a merger with Berry Global Group, with a significant shareholder vote scheduled for February 25, 2025. Amcor emphasizes the potential benefits of this combination, highlighting improved capabilities, innovation, and sustainability that will transform the industry. The company encourages shareholders to vote in favor of the merger, stressing the importance of participation. The proxy materials, which provide essential voting instructions and detailed insights regarding the transaction, have been mailed to shareholders. Voting deadlines are specified, with online voting options available for both Amcor Ordinary Shares and CDIs, and support is offered for those needing assistance with the voting process. Important cautionary statements regarding forward-looking risks associated with the merger have also been included, outlining potential uncertainties that could impact the transaction and its anticipated benefits.

Form Type: 425

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009265

Filing Summary: Amcor plc is involved in a proposed merger with Berry Global Group, Inc. A stockholder communication issued by Berry outlines the upcoming special meeting scheduled for February 25, 2025, where stockholders are encouraged to vote on the merger. The Board of Directors of Berry recommends voting in favor of the merger proposal, emphasizing the importance of participation in the voting process. The document notes that proxy materials have been sent to stockholders, including a joint proxy statement/prospectus. It highlights that shareholders can access the necessary documents via the SEC's website and both companies' investor sections. Additionally, detailed cautionary statements regarding forward-looking statements and potential risks associated with the merger are included, underlining uncertainties that could impact the proposed transaction.

Form Type: 425

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009304

Filing Summary: On February 4, 2025, Amcor plc hosted an earnings release conference call discussing its upcoming merger with Berry Global Group, Inc. Key topics included potential divestitures to strengthen Amcor's portfolio, with an emphasis on organic growth and margin quality. Amcor is conducting integration planning with Berry, focusing on synergies estimated at $650 million, primarily through procurement, SG&A, and operations improvements. The executives expressed growing confidence in achieving these synergies and managing cost efficiencies. They also noted the challenges faced by the healthcare division, particularly with pharmaceutical destocking, but anticipate a return to growth. Detailed plans for integrating the two companies’ cultures and operations are underway, aiming for seamless execution post-merger.

Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925008860

Filing Summary: Amcor plc provided an update on its proposed merger with Berry Global Group, Inc. during the earnings release conference call held on February 4, 2025. The company emphasized its focus on three main priorities: maintaining business operations, completing the merger, and preparing for post-merger integration. The earnings results for Q2 FY25 were reported as solid, with a return to sales growth and improved margins. Amcor reiterated its confidence in the merger's potential to drive sustainable growth, enhance earnings, and create significant cost synergies. Progress has been made towards completing regulatory approvals and finalizing the Board of Directors' composition. The expected timeline for closing the transaction is around mid-2025.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005630

Filing Summary: On January 23, 2025, Amcor plc and Berry Global Group, Inc. issued a joint press release announcing the filing of their definitive joint proxy statement with the SEC. The press release disclosed that both companies plan to hold shareholder meetings on February 25, 2025, to discuss the proposed merger. The registration statement on Form S-4, filed earlier, was declared effective by the SEC on the same day, allowing Amcor and Berry to begin mailing the proxy statement to shareholders. The communication emphasizes that the document does not constitute an offer to sell or solicit votes regarding any securities until proper prospectus conditions are met, cautioning shareholders to review all relevant filings carefully. Information about directors and executive officers of both companies will be available in the filed proxy materials, and potential risks associated with the merger are delineated, noting that actual results may differ from projections due to various uncertainties.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465925005655

Filing Summary: Amcor plc announced its proposed merger with Berry Global Group, Inc. on January 23, 2025. An internal communication from Kirby Losch to all Amcor employees provided updates on the integration planning activities, highlighting the gathering of over 50 colleagues from both organizations to ensure effective collaboration. Key milestones include ongoing regulatory reviews and a shareholder meeting scheduled for February 25, 2025. Although integration planning is underway, both companies will continue operating independently until the merger is officially completed. A SharePoint site has been established for employees to access the latest information as preparations for the combination progress. The communication included a cautionary note regarding forward-looking statements associated with the transaction, emphasizing the risks involved, such as the potential for changes in business performance and regulatory requirements that could impact the merger process.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005656

Filing Summary: Amcor plc and Berry Global Group, Inc. are advancing toward a merger, as reflected in the registration statement on Form S-4 filed on January 13, 2025. The SEC declared the registration statement effective on January 23, 2025, enabling Amcor and Berry to commence mailing their definitive joint proxy statement/prospectus to shareholders. Important reminders are outlined for employees, urging them to avoid public discussions about the merger and to conduct day-to-day business as usual until the transaction's completion. There is a cautionary note emphasizing the forward-looking nature of statements made regarding the merger and its anticipated benefits, warning investors about potential risks and uncertainties that could affect the completion and success of the merger.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005657

Filing Summary: Amcor plc filed a communication regarding a proposed merger with Berry Global Group, Inc. This reference follows the registration statement on Form S-4, declared effective by the SEC on January 23, 2025, which included a joint proxy statement/prospectus for shareholders of both companies. The document highlights the strategic fit of the merger, emphasizing the expanded capabilities and product offerings that will result from the combination of Amcor’s and Berry’s businesses. Amcor's strengths in global flexibles and containers will complement Berry's expertise, enhancing their market presence. The summary outlines the companies’ shared commitment to sustainability and innovation, as well as the importance of driving a circular economy. Additionally, it urges investors to read the proposed transaction documents thoroughly, which contain crucial information regarding the merger process and future expectations of both companies.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005677

Filing Summary: Amcor plc is involved in a proposed merger with Berry Global Group, Inc., as communicated through social media on January 23, 2025. This communication does not constitute an offer or solicitation of securities and should be read in conjunction with the definitive joint proxy statement/prospectus filed with the SEC. The merger will be governed by a registration statement on Form S-4, which was declared effective on the same date. Important cautionary statements are made regarding forward-looking statements related to the merger, including potential risks and uncertainties that could affect the transaction's outcome and anticipated benefits. Investors and security holders are urged to read related documents for important information concerning Amcor and Berry.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005627

Filing Summary: On January 23, 2025, Amcor plc and Berry Global Group, Inc. announced the filing of their definitive joint proxy statement with the SEC. This filing pertains to a proposed merger between the two companies, and both companies will hold shareholder meetings on February 25, 2025, to discuss the proposal. The filing also mentions that a registration statement on Form S-4, containing the joint proxy statement and prospectus for the merger, was declared effective by the SEC on the same date and that both companies began mailing this document to their respective shareholders. Relevant participants in the proxy solicitation process have been identified, and important forward-looking statements regarding the merger's anticipated benefits and associated risks have been disclosed.