Berry Completes Spin-Off and Merger of its Health, Hygiene and Specialties Global Nonwovens and Films Business
November 04 2024 - 4:00PM
Business Wire
Berry Global Group, Inc. (NYSE: BERY) is pleased to announce the
successful completion of the merger between Berry’s Health, Hygiene
and Specialties Global Nonwovens and Films business (the “HHNF
Business”) and Glatfelter Corporation, resulting in the creation of
Magnera Corporation (NYSE: MAGN), the largest nonwovens company in
the world, with a broad platform of solutions for the specialty
materials industry. Magnera will begin trading on the NYSE under
the new ticker symbol “MAGN” on Tuesday, November 5, 2024.
Berry Chief Executive Officer Kevin Kwilinski said: “We are
excited about the completion of this transaction. With this move to
optimize our portfolio, we solidify our position as a global leader
of consumer-focused packaging solutions while enhancing the
stability of our earnings, free cash flow and growth. We are
confident that employees transferring to Magnera will benefit from
the new company’s strong leadership and focused capabilities, and
we are grateful for their contributions.”
Under the previously disclosed terms of the transaction, on
November 4, 2024, Berry completed the separation of the HHNF
Business through a spin-off of all the outstanding shares of its
wholly owned subsidiary that owned the HHNF Business (“Spinco”) to
our stockholders of record as of the close of business on November
1, 2024 by means of a pro rata distribution. Spinco was then merged
into a wholly owned subsidiary of Magnera.
As a result of the transaction, which was structured as a
Reverse Morris Trust transaction, each Berry stockholder received
0.276305 shares of Magnera with respect to each share of Berry
common stock owned as of November 1, 2024 (which reflects the
1-for-13 reverse stock split effected by Magnera on November 4,
2024). In addition to their new shares of Magnera, Berry
stockholders continue to hold the same number of shares of Berry
they held prior to the transaction. As of the completion of the
merger, Berry stockholders received 90% of the outstanding shares
of Magnera on a fully-diluted basis, and current Glatfelter
shareholders retained 10% of the outstanding shares of Magnera on a
fully-diluted basis.
No fractional shares of Magnera common stock were issued as a
result of the merger, and instead Berry stockholders will receive
cash in lieu of any fractional share.
About Berry
At Berry Global Group, Inc. (NYSE: BERY), we create innovative
packaging solutions that we believe make life better for people and
the planet. We do this every day by leveraging our unmatched global
capabilities, sustainability leadership, and deep innovation
expertise to serve customers of all sizes around the world.
Harnessing the strength in our diversity and industry-leading
talent of over 40,000 global employees across more than 250
locations, we partner with customers to develop, design, and
manufacture innovative products with an eye toward the circular
economy. The challenges we solve and the innovations we pioneer
benefit our customers at every stage of their journey.
Cautionary Statement Concerning Forward-Looking
Statements
Statements in this release that are not historical, including
statements relating to the expected effects of the transaction are
considered “forward-looking” within the meaning of the federal
securities laws and are presented pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
You can identify forward-looking statements because they contain
words such as “believes,” “expects,” “may,” “will,” “should,”
“would,” “could,” “seeks,” “approximately,” “intends,” “plans,”
“estimates,” “projects,” “outlook,” “anticipates” or “looking
forward,” or similar expressions that relate to strategy, plans,
intentions, or expectations. All statements relating to estimates
and statements about benefits of the transaction, including future
financial and operating results, the combined company’s plans,
objectives, expectations and intentions, and other statements that
are not historical facts are forward-looking statements. In
addition, senior management of Berry from time to time may make
forward-looking public statements concerning expected future
operations and performance and other developments.
Actual results may differ materially from those that are
expected due to a variety of factors, including without limitation:
risks that the anticipated tax treatment of the transaction is not
obtained; risks related to litigation brought in connection with
the transaction; unexpected costs, charges or expenses resulting
from the transactions; risks related to financial community and
rating agency perceptions of the company and its business,
operations, financial condition and the industry in which it
operates; risks related to disruption of management time from
ongoing business operations due to the transaction; failure to
realize the benefits expected from the transaction; effects of the
completion of the transaction on the ability of the parties to
retain customers and retain and hire key personnel and maintain
relationships with their counterparties, and on their operating
results and businesses generally; and other risk factors detailed
from time to time in Magnera’s and Berry’s reports filed with the
Securities and Exchange Commission (the “SEC”), including annual
reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents filed with the SEC.
These risks, as well as other risks associated with the
transaction, are more fully discussed in the proxy
statement/prospectus, registration statement on Form S-4 and the
registration statement on Form 10 filed with the SEC in connection
with the transaction. The foregoing list of important factors may
not contain all of the material factors that are important to you.
New factors may emerge from time to time, and it is not possible to
either predict new factors or assess the potential effect of any
such new factors. Accordingly, readers should not place undue
reliance on those statements. All forward-looking statements are
based upon information available as of the date hereof. All
forward-looking statements are made only as of the date hereof and
neither Berry, Glatfelter, Spinco nor Magnera undertake any
obligation to update or revise any forward-looking statement as a
result of new information, future events or otherwise, except as
otherwise required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20241104518278/en/
Dustin Stilwell VP, Investor Relations +1 812.306.2964
ir@berryglobal.com
Berry Global (NYSE:BERY)
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