"We have always had a great deal of respect for Bemis and we are thrilled that its team in Wisconsin and around the world will be joining Amcor. Many people at Amcor today have joined us through acquisitions, including many of our leadership team, and we would expect Bemis to be well represented in Amcor at all levels of the organization."
Strategic RationaleAfter completion of the transaction, Amcor will have a stronger and more differentiated value proposition for global, regional and local customers through:
- Comprehensive global footprint with more balanced, profitable exposure to emerging markets: A global flexible packaging footprint across key geographies; a larger, more balanced and more profitable emerging markets business, with sales of some US$3.5 billion from around 30 emerging markets;
- Greater scale to better serve customers in every region: Increased economies of scale and resources through Amcor’s leading positions in Europe, Asia and Latin America, and Bemis’ leading positions in North America and Brazil;
- Increased exposure to attractive end markets and product segments: An enhanced growth profile from greater global participation in protein and healthcare packaging, leveraging innovative technologies in barrier films and foils;
- Best-in-class operating and innovation capabilities: Greater differentiation to innovate and meet customer demands for new and sustainable products through the deployment of proven, industry-leading commercial, operational and R&D capabilities;
- A continued strong commitment to environmental sustainability: Enhanced capabilities behind Amcor’s pledge to develop all recyclable or reusable packaging products by 2025; and
- Greater depth of management talent: A stronger combined team by bringing the significant strengths and quality of the workforce across both companies.
Transaction StructureThe combination will be effected through a merger of Amcor and Bemis into a newly created holding company (‘New Amcor’) incorporated in Jersey. It is intended that New Amcor will be tax resident in the UK after closing. New Amcor will have a primary listing on the NYSE and a listing on the ASX. Amcor and Bemis shareholders will receive shares in New Amcor in a tax-free exchange. Existing Amcor shareholders will have the option to receive one New Amcor ASX listed CDI or one New Amcor NYSE listed share for each Amcor share held. Bemis shareholders will receive 5.1 New Amcor NYSE shares for each Bemis share held, resulting in Amcor and Bemis shareholders owning approximately 71% and 29% of the combined company, respectively.
This structure has several key benefits, including:
- Listings on two major global exchanges with primary listing on the NYSE and an ASX listing via CDIs;
- Expected index inclusion in the S&P 500 of the full market capitalization of the combined company (estimated at US$17 billion(3)) and pro-rata inclusion of CDIs in the S&P / ASX 200 index, resulting in greater liquidity and considerably increased index buying; and
- Ongoing financial strength and funding flexibility for continued investment.