UBS AG, Australia Branch and Moelis & Company LLC are acting as joint financial advisors and Kirkland & Ellis and Herbert Smith Freehills as legal counsel to Amcor. Goldman Sachs & Co LLC is acting as financial advisor and Faegre Baker Daniels LLP, Cleary Gottlieb Steen & Hamilton LLP and MinterEllison as legal counsel to Bemis.
Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE : BMS ) have unanimously approved a definitive agreement under which Amcor will acquire Bemis in an all-stock combination. Combining these two complementary companies will create the global leader in consumer packaging, with the footprint, scale and capabilities to drive significant value for shareholders, offer customers and employees the most compelling value proposition in the packaging industry and deliver the most sustainable innovations for the environment.
The transaction will be effected at a fixed exchange ratio of 5.1 Amcor shares for each Bemis share, resulting in Amcor and Bemis shareholders owning approximately 71% and 29% of the combined company, respectively. This is equivalent to a transaction price of US$57.75 per Bemis share based on Amcor’s closing share price of A$15.28 on August 3, 2018, and represents a premium of 25% to Bemis’ closing price of US$46.31 per share as of August 2, 2018.
The 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.
Kirkland advised Amcor with a team including corporate partners Eric Schiele (Picture), Jonathan Davis and Carlo Zenkner along with David Fox and associate David Perechocky; tax partner Jared Rusman; executive compensation partner Scott Price; and capital markets partner Richard Aftanas.
Cleary Gottlieb Steen & Hamilton LLP advised Bemis Company with a team led by Ethan A. Klingsberg and James E. Langston.
Faegre Baker Daniels LLP advised Bemis Company with a team led by Michael A. Stanchfield, Amy C. Seidel and Brandon C. Mason.
Involved fees earner: Michael Stanchfield – Faegre Baker Daniels; Brandon Mason – Faegre Baker Daniels; Amy Seidel – Faegre Baker Daniels; Eric Schiele – Kirkland & Ellis; Jonathan Davis – Kirkland & Ellis; Carlo Zenkner – Kirkland & Ellis; David Fox – Kirkland & Ellis; David Perechocky – Kirkland & Ellis; Jared Rusman – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Richard Aftanas – Kirkland & Ellis; Ethan Klingsberg – Cleary Gottlieb Steen & Hamilton; James E. Langston – Cleary Gottlieb Steen & Hamilton;