8-KOther EventsExhibits & Filings

Amcor plc 8-K Report, Corporate Update (Mar 11, 2025)

Filed March 11, 2025For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) has filed an 8-K report on March 11, 2025, announcing a significant development in its proposed merger with Berry Global Group, Inc. The most crucial update for investors is the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) as of March 10, 2025. This regulatory hurdle's clearance is a positive step towards the consummation of the merger, which is now anticipated to close in the middle of calendar year 2025, subject to other closing conditions. This development brings Amcor closer to integrating Berry Global, a move that was initially announced on November 19, 2024. While the HSR approval is a key milestone, investors should remain aware that several other closing conditions must still be met. The joint press release further emphasizes the importance of the previously filed Form S-4 registration statement, which contains a joint proxy statement and prospectus, urging investors to review these documents for comprehensive information regarding the transaction and its implications. The filing reiterates a strong cautionary statement regarding forward-looking statements, highlighting the inherent risks and uncertainties that could impact the deal's completion and its anticipated benefits.

Key Highlights

  • 1Expiration of the Hart-Scott-Rodino (HSR) Act waiting period on March 10, 2025, removing a significant antitrust regulatory obstacle for the merger.
  • 2The merger between Amcor plc and Berry Global Group, Inc. is now expected to close in the middle of calendar year 2025.
  • 3The consummation of the merger remains subject to the satisfaction or waiver of certain other closing conditions.
  • 4Amcor and Berry issued a joint press release on March 11, 2025, to announce the HSR Act waiting period expiration.
  • 5The filing references the previously declared effective Form S-4 registration statement, which includes a joint proxy statement/prospectus, as a crucial resource for investors.
  • 6The company has included a detailed cautionary statement regarding forward-looking statements, outlining potential risks and uncertainties associated with the transaction.

Frequently Asked Questions

The primary update is the expiration of the Hart-Scott-Rodino (HSR) Act waiting period as of March 10, 2025. This means that a key antitrust regulatory approval for Amcor's merger with Berry Global has been obtained.

Amcor and Berry Global currently expect the merger to close in the middle of calendar year 2025, subject to the satisfaction or waiver of other closing conditions.

Yes, while the HSR Act waiting period has expired, the merger is still subject to the satisfaction or waiver of certain other closing conditions as outlined in the merger agreement.

Investors are urged to read the definitive joint proxy statement/prospectus included in Amcor's Form S-4 registration statement (declared effective on January 23, 2025) and other filings with the SEC. These documents contain important information about the transaction. Free copies are available on the SEC's website and Amcor's and Berry's investor relations websites.