8-KLeadership ChangesAcquisitions & DispositionsCorporate Changes+2

Amcor plc 8-K Report, Acquisition Completed (Jun 13, 2019)

Filed June 13, 2019For Securities:AMCRAMCCF

Summary

This 8-K filing by Amcor plc (AMCR) on June 13, 2019, announces the definitive completion of its significant business combination with Bemis Company, Inc. (Bemis) and the acquisition of Old Amcor. This strategic move, effective June 11, 2019, establishes a larger, more diversified global packaging leader. The transaction was structured as a stock-for-stock exchange, with Bemis shareholders receiving 5.1 ordinary shares of Amcor for each Bemis share, and Old Amcor shareholders receiving one Amcor ordinary share or CDI for each Old Amcor share. This combination is expected to create substantial value through synergies and enhanced market position. The filing also details the appointment of key executive officers and directors resulting from the merger, formalizing the leadership structure for the combined entity. The company's Articles of Association have been amended and restated to reflect the new corporate structure. Overall, this 8-K marks a pivotal moment for Amcor, signaling the successful integration of Bemis and Old Amcor, and setting the stage for future growth and operational efficiencies as a unified global packaging powerhouse.

Key Highlights

  • 1Amcor plc has successfully completed its business combination with Bemis Company, Inc. and the acquisition of Old Amcor, effective June 11, 2019.
  • 2The transaction was a stock-for-stock exchange, with Bemis shareholders receiving 5.1 Amcor ordinary shares per Bemis share, and Old Amcor shareholders receiving 1 Amcor ordinary share or CDI per Old Amcor share.
  • 3This business combination creates a significantly larger and more diversified global packaging company.
  • 4The filing confirms the appointment of key executive officers and the board of directors for the combined entity.
  • 5Amcor's Articles of Association have been amended and restated to reflect the new corporate structure.
  • 6The company issued press releases on June 11 and June 12, 2019, announcing the closing of the business combination and the listing of its shares on the NYSE and CDIs on the ASX.

Frequently Asked Questions

The primary purpose of this 8-K filing was to officially announce the completion of Amcor plc's business combination with Bemis Company, Inc. and the acquisition of Old Amcor. It also disclosed the resulting executive and board leadership, and amendments to the company's governing documents.

Bemis Company, Inc. shareholders received 5.1 ordinary shares of Amcor plc for each share of Bemis common stock they held. This exchange was subject to applicable withholding taxes, and cash was paid in lieu of fractional shares.

Each ordinary share of Old Amcor that was outstanding immediately before the transaction was converted into the right to receive one ordinary share of Amcor plc, traded on the NYSE, or one CHESS Depository Interest (CDI) of Amcor plc, traded on the ASX.

Key executives include Ronald Delia as Chief Executive Officer, Michael Casamento as EVP, Finance and CFO, and various Presidents for different regional segments. The board of directors includes members like Graeme Liebelt, Dr. Armin Meyer, Ronald Delia, and others, with specific committees (Audit, Compensation, Nominating and Corporate Governance, Executive) also constituted.