What will Berry shareholders receive in the transaction?

Each Berry common share will convert into 7.25 fully paid and nonassessable Amcor ordinary shares, with cash paid in lieu of fractional shares and less applicable withholding taxes. Based on Amcor's share price at announcement, the companies valued Berry's common stock at $73.59 per share.

What conditions must be met before the merger can close?

Closing requires approval by Berry stockholders of the merger agreement and approval by Amcor shareholders of the share issuance, expiration or termination of the HSR waiting period with no FTC or DOJ agreement to refrain from closing, other required regulatory approvals, NYSE listing approval for the new shares, an effective Form S-4 registration statement, no injunctions, and accurate representations and performance of obligations. The companies target closing in the middle of calendar 2025.

How will the combined company be financed and how much debt will it carry?

Amcor expects net leverage of about 3.3x at closing and intends to reduce it below 3.0x within the first full year. To refinance part of Berry's existing debt, Amcor obtained a $3.0 billion 364-day unsecured bridge facility commitment, which would be drawn only if permanent financing is not raised before closing. Amcor intends to assume the remainder of Berry's debt at close.

What are the main risks and what happens if the deal fails?

Key risks include failure to obtain shareholder or regulatory approvals, difficulty integrating the businesses and achieving the $650M synergy target, management distraction, customer and personnel retention, potential credit rating downgrades, and litigation. If the merger is terminated in specified circumstances, the paying party owes a $260 million termination fee, and either party may terminate if the merger is not completed by November 19, 2025 (extendable to May 19, 2026).

How will the transaction affect Amcor's dividend and shareholders?

Amcor expects to commit to continued annual dividend growth from its current annualized base of $0.51 per share and to maintain an investment-grade balance sheet. Because the deal is all-stock, existing Amcor shareholders will own approximately 63% of the combined company, so their ownership stake will be diluted, while management projects over 35% adjusted cash EPS accretion on a run-rate basis.

AMCR/AMCCF 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed November 19, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 19, 2024, Amcor plc (NYSE/ASX: AMCR) entered into a definitive Agreement and Plan of Merger with Berry Global Group (NYSE: BERY) to combine the two companies in an all-stock transaction.

Berry shareholders will receive a fixed exchange ratio of 7.25 Amcor ordinary shares per Berry share, valued at $73.59^a per Berry share at announcement, with Amcor and Berry shareholders owning approximately 63% and 37% of the combined company, respectively. The combined company would have roughly $24 billion in revenue and $4.3 billion in adjusted EBITDA (including run-rate synergies), and management projects $650 million of annual earnings synergies by the end of year three, along with over 35% adjusted cash EPS accretion and a double-digit return on investment. Peter Konieczny will remain CEO, Graeme Liebelt will be Chairman, and the combined company will be named Amcor plc with a Zurich head office.

The deal is subject to Berry stockholder approval, Amcor shareholder approval of the share issuance, HSR and other regulatory clearances, and NYSE listing of the new shares, with closing targeted for mid-calendar 2025. Either party owes a $260 million^b termination fee in specified circumstances, and the outside date is November 19, 2025 (extendable to May 19, 2026). Amcor has also secured a $3.0 billion 364-day unsecured bridge commitment to refinance a portion of Berry's existing debt if permanent financing is not in place by closing.

For investors, the key considerations are the value of the synergy case versus the leverage and integration risk of the combined business. Management expects net leverage of about 3.3x^c at close, falling below 3.0x within the first full year after closing, and a reset of the dividend and capital allocation framework. Investors should note that the transaction is all-stock, so Amcor holders will be diluted to roughly 63% ownership, and that the merger agreement itself is included primarily to describe its terms rather than to provide additional factual information about either company.

02—Key points

Key Highlights

All-stock merger: Berry shareholders receive 7.25 Amcor ordinary shares per Berry share (implied $73.59 per share at announcement); Amcor holders own ~63% and Berry holders ~37% of the combined company.
Synergy target of $650M annual pre-tax earnings benefit by end of year three, comprising $530M cost synergies, $60M financial savings and $60M growth synergies, plus $280M one-time working capital benefits against ~$280M of costs to achieve.
Combined LTM scale of ~$24B revenue and $4.3B adjusted EBITDA (including run-rate synergies), with an ~18% margin and over $3B in annual cash flow.
Management projects over 35% adjusted cash EPS accretion and a double-digit return on investment after three years, and raises the long-term shareholder value creation model from 10-15% to 13-18% annually.
Expected net leverage of 3.3x at close, with a path to below 3.0x within the first full year, and a stated commitment to an investment-grade balance sheet and continued dividend growth from Amcor's $0.51 annualized base.
Governance: the combined board expands to 11 directors (4 from Berry), Peter Konieczny remains CEO, Graeme Liebelt remains Chairman, and Stephen Sterrett becomes Deputy Chairman; the company keeps a Zurich head office and NYSE primary listing.
Deal protection and financing: $260M termination fee payable by either party in specified circumstances, a November 19, 2025 outside date (extendable to May 2026), and a $3.0B 364-day bridge facility to backstop refinancing of Berry debt; closing targeted for mid-2025.

03—Questions

Frequently Asked Questions

What will Berry shareholders receive in the transaction?
Each Berry common share will convert into 7.25 fully paid and nonassessable Amcor ordinary shares, with cash paid in lieu of fractional shares and less applicable withholding taxes. Based on Amcor's share price at announcement, the companies valued Berry's common stock at $73.59 per share.
What conditions must be met before the merger can close?
Closing requires approval by Berry stockholders of the merger agreement and approval by Amcor shareholders of the share issuance, expiration or termination of the HSR waiting period with no FTC or DOJ agreement to refrain from closing, other required regulatory approvals, NYSE listing approval for the new shares, an effective Form S-4 registration statement, no injunctions, and accurate representations and performance of obligations. The companies target closing in the middle of calendar 2025.
How will the combined company be financed and how much debt will it carry?
Amcor expects net leverage of about 3.3x at closing and intends to reduce it below 3.0x within the first full year. To refinance part of Berry's existing debt, Amcor obtained a $3.0 billion 364-day unsecured bridge facility commitment, which would be drawn only if permanent financing is not raised before closing. Amcor intends to assume the remainder of Berry's debt at close.
What are the main risks and what happens if the deal fails?
Key risks include failure to obtain shareholder or regulatory approvals, difficulty integrating the businesses and achieving the $650M synergy target, management distraction, customer and personnel retention, potential credit rating downgrades, and litigation. If the merger is terminated in specified circumstances, the paying party owes a $260 million termination fee, and either party may terminate if the merger is not completed by November 19, 2025 (extendable to May 19, 2026).
How will the transaction affect Amcor's dividend and shareholders?
Amcor expects to commit to continued annual dividend growth from its current annualized base of $0.51 per share and to maintain an investment-grade balance sheet. Because the deal is all-stock, existing Amcor shareholders will own approximately 63% of the combined company, so their ownership stake will be diluted, while management projects over 35% adjusted cash EPS accretion on a run-rate basis.

04—Continue

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