MONTVALE, N.J., Jan. 18, 2017 /PRNewswire/ -- AEP Industries Inc.
("AEP") (NASDAQ: AEPI) today announced that AEP stockholders voted
to adopt the Agreement and Plan of Merger, dated August 24, 2016 (as amended from time to time,
the "Merger Agreement"), by and among Berry Plastics Group, Inc.
("Berry"), Berry Plastics Corporation, Berry Plastics Acquisition
Corporation XVI, Berry Plastics Acquisition Corporation XV, LLC and
AEP, pursuant to each of (i) a proposal to adopt the Merger
Agreement pursuant to which AEP stockholders would be entitled to
receive, at the holder's election, $110.00 in cash or 2.5011 shares of Berry common
stock in exchange for each share of AEP common stock (the "base
merger consideration"), subject to the proration mechanics in the
Merger Agreement (the "base merger consideration proposal") and
(ii) a proposal to adopt the Merger Agreement pursuant to which, in
certain limited circumstances (as specified in the Merger
Agreement), Berry may elect, in its sole discretion, to pay one
hundred percent (100%) of the merger consideration in cash (the
"alternative merger consideration"), subject to certain conditions
(the "alternative merger consideration proposal") at a special
meeting of AEP stockholders (the "AEP Special Meeting") held today,
January 18, 2017, in Montvale, New Jersey.
Under the terms of the Merger Agreement, Berry will acquire AEP
through a two-step merger process (the "mergers") that will result
in AEP merging with and into an indirect, wholly owned limited
liability company subsidiary of Berry. AEP and Berry expect to
complete the mergers on or about January 20,
2017. The final results of the AEP Special Meeting will be
filed on a Current Report on Form 8-K with the Securities and
Exchange Commission (the "SEC").
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. These statements include, but are not
limited to, statements about the expected timing of completion of
the proposed mergers between AEP and Berry. All statements
regarding AEP's or its 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. AEP cautions 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 risk that the conditions
to closing of the mergers may not be satisfied; (ii) the ability of
Berry to integrate the acquired business successfully and to
achieve anticipated cost savings and other synergies; (iii) 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; (iv) potential
litigation relating to the proposed transaction that could be
instituted against AEP or its directors; (v) possible disruptions
from the proposed transaction that could harm our business,
including current plans and operations; (vi) potential adverse
reactions or changes to relationships with clients, employees,
suppliers or other parties resulting from the announcement or
completion of the mergers; (vii) 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; (viii) continued
availability of capital and financing and rating agency actions;
(ix) legislative, regulatory and economic developments; (x)
catastrophic loss of one of our key manufacturing facilities,
natural disasters and other unplanned business interruptions; and
(xi) 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, 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"), as well as other factors described in AEP's
Annual Report on Form 10-K for the fiscal year ended October 31, 2016, 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 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 AEP's consolidated financial
condition, results of operations, credit rating or liquidity. AEP
does not assume 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.
Contact: Paul
M. Feeney
Executive Vice President, Finance
and Chief Financial Officer
AEP Industries Inc.
(201) 807-2330
feeneyp@aepinc.com
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SOURCE AEP Industries Inc.