8-KOther EventsExhibits & Filings

Amcor plc 8-K Report, Corporate Update (Mar 10, 2025)

Filed March 10, 2025For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) filed a Form 8-K on March 10, 2025, primarily to provide updated financial information regarding its previously announced merger with Berry Global Group, Inc. The report includes unaudited pro forma condensed combined financial statements, presenting how Amcor and Berry would have looked financially if combined for the periods ending December 31, 2024, and June 30, 2024. These statements are for informational purposes and are not indicative of future results. Investors should note that the merger remains subject to closing conditions and regulatory approvals. Amcor has previously filed a registration statement (Form S-4) and a joint proxy statement/prospectus related to the transaction, which provide extensive details on the merger and related risks. The cautionary statement section highlights significant risks and uncertainties that could impact the completion and benefits of the merger, including potential financing challenges, integration risks, and the possibility of regulatory delays.

Key Highlights

  • 1Amcor plc has filed an 8-K on March 10, 2025, to provide pro forma financial information for the proposed merger with Berry Global Group, Inc.
  • 2The filing includes unaudited pro forma condensed combined financial statements as of December 31, 2024, and for the year ended June 30, 2024, and six months ended December 31, 2024.
  • 3These pro forma statements are for informational purposes and do not represent actual historical or projected future results of the combined entity.
  • 4The merger agreement was initially announced on November 19, 2024.
  • 5Amcor previously filed a Form S-4 registration statement on January 13, 2025 (amended January 21, 2025) related to the merger, which was declared effective on January 23, 2025.
  • 6The report emphasizes that forward-looking statements are subject to significant risks and uncertainties, including potential failure to complete the merger or realize expected benefits.
  • 7Investors are urged to read the definitive joint proxy statement/prospectus and other SEC filings for comprehensive information.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with unaudited pro forma condensed combined financial statements that illustrate the potential financial position and results of operations of Amcor and Berry Global Group as if they had been combined prior to the reporting periods presented.

No, the pro forma financial statements are presented for informational purposes only. They do not represent the actual results Amcor and Berry would have achieved had they been combined historically, nor do they project future results of the combined company.

Key risks highlighted include the possibility of the merger agreement being terminated, conditions to closing not being met, regulatory approvals being delayed or denied, difficulties in financing the transaction, challenges in integrating the businesses, and the inability to realize anticipated synergies. Investors are advised to consult the company's SEC filings for a comprehensive list of risks.

Investors and shareholders are urged to read the definitive joint proxy statement/prospectus filed with the SEC (Registration Statement on Form S-4, declared effective January 23, 2025), as well as other filings made by Amcor and Berry Global Group with the SEC, which contain important information about the proposed transaction.