EVANSVILLE, Ind. and
MONTVALE, N.J., Jan. 10, 2017 /PRNewswire/ -- Berry Plastics
Group, Inc. ("Berry") (NYSE: BERY) and AEP Industries Inc. ("AEP")
(NASDAQ: AEPI) today announced that the acquisition of AEP by Berry
(the "mergers") is expected to close on or about January 20, 2017, subject to receipt of
stockholder approval at the special meeting of AEP stockholders
(the "AEP Special Meeting"), scheduled for January 18, 2017. The parties also announced that
the election deadline for holders of AEP common stock to elect the
form of consideration they wish to receive in the mergers will be
at 5:00 p.m., Eastern Time, on
January 18, 2017 (the "Election
Deadline"), unless extended. The Election Form and Letter of
Transmittal (the "Election Form") necessary for AEP stockholders to
make an election as to the form of consideration they wish to
receive was mailed on December 16,
2016 to holders of record of AEP common stock as of
December 12, 2016. Questions
regarding the Election Form, including how to obtain an Election
Form, may be directed to D.F. King
& Co., Inc., the information agent for the election process, by
calling toll-free at (800) 791-3320 (banks and brokers should use
(212) 269-5550).
Holders of AEP common stock may elect to receive, for each share
of their AEP common stock, including restricted common stock,
either: (i) $110.00 in cash (the
"Cash Consideration") or (ii) 2.5011 shares of Berry common stock
(the "Stock Consideration," and, together with the Cash
Consideration, the "Merger Consideration"). All cash and stock
elections will be subject to the allocation and proration
provisions of the Agreement and Plan of Merger, dated August 24, 2016 (as amended from time to time,
the "Merger Agreement"), by and among Berry, Berry Plastics
Corporation, Berry Plastics Acquisition Corporation XVI, Berry
Plastics Acquisition Corporation XV, LLC and AEP, which are
described in the election materials and in the Proxy
Statement/Prospectus, dated December 15,
2016, mailed on or about December 16,
2016, to holders of record of AEP common stock as of
December 12, 2016 (the "Proxy
Statement/Prospectus"). The allocation and proration provisions of
the Merger Agreement are designed to ensure that, on an aggregate
basis, 50% of the shares of AEP common stock outstanding
immediately prior to completion of the mergers will receive the
Stock Consideration, and the remaining 50% of the shares of AEP
common stock outstanding immediately prior to completion of the
mergers will receive the Cash Consideration.
As further described in the election materials, to make an
election, AEP stockholders must deliver to Computershare Trust
Company, N.A., the exchange agent in the mergers, prior to the
Election Deadline, a properly executed Election Form together with
any other required documents described in the election materials.
AEP stockholders who hold their shares through a bank, broker or
other nominee should follow the instructions of such bank, broker
or other nominee as to the procedures for making elections and
exchanging their shares of AEP common stock, which may contain an
earlier deadline by which such stockholders will need to submit
their election to such bank, broker or other nominee. AEP
stockholders who hold their shares in AEP's 401(k) savings plan
should follow the instructions of the trustee of AEP's 401(k)
savings plan, which may contain an earlier deadline by which such
stockholders will need to submit their election to the trustee. AEP
stockholders should carefully read the Proxy Statement/Prospectus,
the Merger Agreement, the Election Form and all election materials
provided to them before making their elections as to the form of
Merger Consideration they wish to receive. AEP stockholders should
also obtain current stock price quotations for AEP common stock and
Berry common stock before electing their preferred form of Merger
Consideration.
Any AEP stockholders who do not make a proper election by the
Election Deadline will have their shares of AEP common stock
exchanged for Cash Consideration, Stock Consideration or a
combination thereof, depending on the valid elections of other AEP
stockholders in accordance with the allocation and proration
provisions of the Merger Agreement. The Election Deadline may be
extended, in which case AEP and Berry will announce the rescheduled
Election Deadline and rescheduled expected closing date by issuing
a press release.
As previously announced, and in accordance with the terms of the
Merger Agreement, all elections are subject to the satisfaction or
waiver of all the conditions to the mergers, including approval by
AEP stockholders at the AEP Special Meeting. Under certain limited
circumstances (as specified in the Merger Agreement), Berry may
elect, in its sole discretion, to pay $110.00 in cash for each share of AEP common
stock. There is no guarantee that the mergers will close or that
AEP stockholders will receive the Merger Consideration preferences
reflected in his, her or its completed Election Form(s). AEP
stockholders who have questions regarding the election procedures
or who wish to obtain copies of the Proxy Statement/Prospectus,
Election Form and other election materials, should contact
D.F. King & Co., Inc. at the
contact information noted above.
About Berry
Berry is a leading provider of value-added plastic consumer
packaging, nonwoven specialty materials and engineered materials
delivering high-quality customized solutions to its customers, with
net sales of $6.5 billion in fiscal
2016. Berry's common stock is listed on the New York Stock
Exchange under the ticker symbol "BERY" and its world headquarters
is located in Evansville,
Indiana. For additional information, visit Berry's website at
www.berryplastics.com.
About AEP
AEP manufactures, markets and distributes an extensive range of
flexible plastic packaging products for the consumer, industrial
and agricultural markets. AEP's headquarters is located in
Montvale, New Jersey, and AEP has
manufacturing operations in the United
States and Canada. AEP's
common stock is listed on the Nasdaq Global Select Market under the
ticker symbol "AEPI". For additional information, visit AEP's
website at www.aepinc.com.
Forward-Looking Information
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 (as
amended, and together with the rules and regulations thereunder,
the "Securities Act") and Section 21E of the Securities Exchange
Act of 1934, as amended, with respect to our financial condition,
results of operations and business and our expectations or beliefs
concerning future events. All statements regarding Berry's, AEP's
or their respective subsidiaries' expected future financial
position, results of operations, cash flows, funds from operations,
dividends and dividend plans, financing plans, business strategy,
budgets, projected costs, operating metrics, capital expenditures,
competitive positions, acquisitions, investment opportunities,
merger integration, growth opportunities, dispositions, expected
lease income, plans and objectives of management for future
operations and statements that include words such as "anticipate,"
"if," "believe," "plan," "estimate," "expect," "intend," "may,"
"could," "should," "would," "will," "seeks," "approximately,"
"outlook," "looking forward" and other similar expressions or the
negative form of the same are forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
potential timing or consummation of the proposed transaction or the
anticipated benefits thereof, including, without limitation, future
financial and operating results. Berry and AEP caution readers that
these and other forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not
limited to, risks and uncertainties related to (i) the ability to
obtain the approval of AEP's stockholders; (ii) the risk that
the conditions to closing of the mergers may not be satisfied;
(iii) the ability of Berry to integrate the acquired business
successfully and to achieve anticipated cost savings and other
synergies; (iv) the possibility that other anticipated
benefits of the proposed transaction will not be realized,
including without limitation, anticipated revenues, expenses,
earnings and other financial results, and growth and expansion of
the new combined company's operations, and the anticipated tax
treatment; (v) potential litigation relating to the proposed
transaction that could be instituted against Berry, AEP or their
respective directors; (vi) possible disruptions from the
proposed transaction that could harm Berry's or AEP's business,
including current plans and operations; (vii) potential
adverse reactions or changes to relationships with clients,
employees, suppliers or other parties resulting from the
announcement or completion of the mergers; (viii) changes in
prices and availability of resin and other raw materials and our
ability to pass on changes in raw material prices on a timely
basis; (ix) continued availability of capital and financing
and rating agency actions; (x) legislative, regulatory and
economic developments; (xi) catastrophic loss of one of our
key manufacturing facilities, natural disasters and other unplanned
business interruptions; and (xii) management's response to any of
the aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed
in the Proxy Statement/Prospectus, as well as other factors
described AEP's Annual Report on Form 10-K for the fiscal year
ended October 31, 2015, AEP's
subsequent Quarterly Reports on Form 10-Q, AEP's Current Reports on
Form 8-K and Berry's Annual Report on Form 10-K for the fiscal year
ended October 1, 2016, in each case,
as filed with the Securities and Exchange Commission (the "SEC").
The list of factors presented here is, and the list of factors
presented in the Proxy Statement/Prospectus should not be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles or impediments to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Berry's or AEP's consolidated financial condition, results of
operations, credit rating or liquidity. Neither Berry nor AEP
assumes any obligation to provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy, sell or
solicit any securities or any proxy, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act. In connection with the proposed
transaction, Berry has filed with the SEC a registration statement
on Form S-4 (File No. 333-213803) (the "Proxy
Statement/Prospectus") that contains a proxy statement of AEP and a
prospectus of Berry and other documents with respect to Berry's
proposed acquisition of AEP. The Proxy Statement/Prospectus was
declared effective by the SEC on December
15, 2016 and first mailed to AEP stockholders on
December 16, 2016. Investors and
security holders are urged to read the Proxy Statement/Prospectus
(including all amendments and supplements thereto) filed, and other
relevant documents that will be filed, with the SEC if and when
they become available because they will contain important
information about the proposed transaction.
Additional Information and Where to Find It
Investors may obtain free copies of the Proxy
Statement/Prospectus and other relevant documents filed by Berry
and AEP with the SEC through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by Berry with the SEC
are available free of charge on Berry's website at
www.berryplastics.com and copies of the documents filed by AEP
with the SEC are available free of charge on AEP's website at
www.aepinc.com.
Participants in the Solicitation Relating to the
Mergers
Berry, AEP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from AEP's stockholders in respect of the proposed transaction.
Information regarding Berry's directors and executive officers can
be found in the Proxy Statement/Prospectus and Berry's 2016 Annual
Report on Form 10-K for the year ended October 1, 2016, which was filed with the SEC on
November 30, 2016, as well as its
other filings with the SEC. Information regarding AEP's directors
and executive officers can be found in AEP's definitive proxy
statement for its 2016 annual meeting, which was filed with the SEC
on February 25, 2016, and its 2015
Annual Report on Form 10-K for the year ended October 31, 2016, which was filed with the SEC on
January 14, 2016, as well as its
other filings with the SEC. Additional information regarding the
interests of such potential participants are included in the Proxy
Statement/Prospectus and other relevant documents filed with the
SEC in connection with the proposed transaction. These documents
are available free of charge on the SEC's website and from Berry
and AEP, as applicable, using the sources indicated above.
Contacts
Berry Plastics Group, Inc.
Investors:
Dustin Stilwell, (812) 306-2964
ir@berryplastics.com
or
Media:
Eva Schmitz, (812) 306-2424
evaschmitz@berryplastics.com
AEP Industries Inc.
Paul M. Feeney, (201)
807-2330
feeneyp@aepinc.com
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SOURCE AEP Industries Inc.