Following definitive agreements from their respective Board of Directors, Amcor is set to acquire Bemis in an all-stock combination. Combining the two complementary companies will create a global leader in consumer packaging, with the footprint, scale and capabilities to drive significant value for shareholders, offer customers and employees the most compelling value proposition in the packaging industry and deliver the most sustainable innovations for the environment.
The transaction will be effected at a fixed exchange ratio of 5.1 Amcor shares for each Bemis share, resulting in Amcor and Bemis shareholders owning approximately 71 percent and 29 percent of the combined company, respectively. This is equivalent to a transaction price of $57.75 per Bemis share based on Amcor’s closing share price of A$15.28(4) on August 3, 2018, and represents a premium of 25 percent to Bemis’ closing price of $46.31 per share as of August 2, 2018(5).
Amcor's CEO, Ron Delia, notes: "The strategic rationale for this combination and the financial benefits are highly compelling for both Amcor and Bemis shareholders. We are convinced this is the right deal at the right time for both companies, and with the right structure for both sets of shareholders to participate in a unique value creation opportunity. Amcor identified flexible packaging in the Americas as a key growth priority and this transaction delivers a step change in that region.
“There are an increasing number of opportunities arising for a leading packaging company to capitalize on shifting consumer needs, an evolving customer landscape and the need to provide responsible packaging solutions that protect the environment. With this transaction, Amcor will have a stronger value proposition with the scale, breadth and resources to unlock value from these opportunities, for the benefit of our shareholders, customers and employees.
Bemis’ president and CEO, William F. Austen, adds: "The combination of Bemis and Amcor is transformational, bringing together two highly complementary organizations to create a global leader in consumer packaging. We believe this combination, which is an exciting growth story for both companies, will benefit all stakeholders. Our employees will benefit as part of a larger and more global organization focused on a commitment to customer service, integrity and supporting strong teams. In addition, the combination will enable us to offer global, regional and local customers the most compelling value proposition in the industry through a broader product portfolio, increased product differentiation and enhanced operating capabilities, while leveraging Bemis’ extensive U.S. manufacturing base and strengths in material science and innovation. Our shareholders will receive a significant premium in this transaction, reflecting the value we’ve built as an organization, as well as the opportunity to continue to participate in the upside potential of a more diversified combined company with greater scale and resources. We look forward to working together with Amcor to ensure a seamless integration.”
After completion of the transaction, Amcor will have a stronger and more differentiated value proposition for global, regional and local customers through a comprehensive global footprint with more balanced, profitable exposure to emerging markets; a greater scale to better serve customers in every region; increased exposure to attractive end markets and product segments; best-in-class operating and innovation capabilities; a continued strong commitment to environmental sustainability; and greater depth of management talent.
Upon completion of the transaction, New Amcor’s Board is expected to comprise 11 members, eight of whom are current Amcor directors, and three of whom are current Bemis directors. Amcor’s current chairman, Graeme Liebelt and current CEO Ron Delia will continue in those roles after the transaction and Delia will continue to serve as the only executive director on the Board.
New Amcor will continue to maintain a critical presence in Wisconsin and other key Bemis locations. The combined company also expects to leverage Bemis’ plant network and innovation center while continuing to invest in the U.S. New Amcor will continue to support the communities in which Bemis operates and announced today a contribution of $35,000 to the Bemis Foundation on behalf of Amcor’s 35,000 employees world-wide.
Closing of the transaction is conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. Subject to the satisfaction of the conditions to closing, the transaction is targeted to close in the first quarter of calendar year 2019.