AMCOR AND BERRY TO COMBINE IN AN ALL-STOCK TRANSACTION, CREATING A GLOBAL LEADER IN CONSUMER AND HEALTHCARE PACKAGING SOLUTIONS

Transaction Details - Berry shareholders will receive a fixed exchange ratio of 7.25 Amcor shares for each Berry share held, resulting in Amcor and Berry shareholders owning approximately 63% and 37% of the combined company, respectively [1] - The transaction values Berry's common stock at 73.59 per share and has received unanimous approval from both Amcor and Berry boards of directors [1] Strategic Benefits - The combination creates a global leader in consumer packaging solutions with a broader flexible film and converted film offering, a scaled containers and closures business, and a unique global healthcare portfolio [2] - The combined company will have unprecedented innovation capabilities and scale, enabling accelerated growth, sustainability solutions, and portfolio transformation [2] - The merger strengthens positions in high-growth, high-value categories such as Healthcare, Protein, Pet Food, Liquids, Beauty & Personal Care, and Food Service [4] - The combined company will have a combined R&D investment of 180 million per annum, ~1,500 R&D professionals, 10 innovation centers worldwide, and 7,000+ patents, registered designs, and trademarks [4] - The merger optimizes the footprint with operations in 140+ countries through ~400 production facilities, providing local expertise and global capabilities [4] Financial Benefits - The combined company will have revenues of $24 billion and adjusted EBITDA of$4.3 billion, including run-rate synergies [5] - The transaction is expected to deliver $650 million in cost, growth, and financial synergies by the end of the third year, including$530 million in annual run-rate pre-tax cost synergies and $60 million in annual run-rate financial savings [5] - The combined company expects over 35% adjusted cash EPS accretion and a double-digit return on investment [5] - The transaction is expected to enhance long-term shareholder value creation with sustained higher expected earnings growth from 10-15% to 13-18% per annum [5] Leadership and Structure - Peter Konieczny will serve as CEO, Graeme Liebelt as Chairman, and Stephen Sterrett as Deputy Chairman of the combined company [7] - The combined entity will be named Amcor plc, maintaining its primary listing on the NYSE and secondary listing on the ASX, with the global head office remaining in Zurich, Switzerland [7] - Amcor's board of directors will expand to 11 directors, with 4 nominated by Berry [8] Industry Impact - The merger combines two highly complementary businesses, creating a global leader in consumer packaging solutions with enhanced innovation and sustainability capabilities [2][4] - The combined company will offer customers a wider range of sustainable solutions, driving circularity, increasing the use of alternative materials, and lowering the carbon footprint [4] - The merger strengthens the combined company's position in high-growth markets and enhances supply chain resilience with a balanced geographic presence across continents [4]