Amcor to acquire Berry Global in $8.43B all-stock transaction

A pair of global packaging producers are poised to merge as Amcor has agreed to acquire Berry Global in an $8.43 billion all-stock transaction.

The companies say their combination brings together two highly complementary businesses to create a “global leader in consumer packaging solutions,” with a broader flexible film and converted film offering for customers, a scaled containers and closures business and a unique global healthcare portfolio. As a combined company, they say they will have unprecedented innovation capabilities and scale and be uniquely positioned to accelerate growth, solve customers’ and consumers’ sustainability needs, unlock portfolio transformation and deliver significant value to both sets of shareholders.

Berry shareholders will receive a fixed exchange ratio of 7.25 Amcor shares for each Berry share held upon closing, resulting in Amcor and Berry shareholders owning approximately 63 percent and 37 percent of the combined company, respectively. The transaction has received the unanimous approval of both companies’ boards of directors, and values Berry’s common stock at $73.59 per share.

The transaction’s closing is targeted for mid-2025 and is subject to shareholder and regulatory approvals and other customary closing conditions. The combined entity will be named Amcor Plc, and its global headquarters will remain in Zurich, Switzerland, though there are plans to maintain a significant presence in Evansville, Indiana, where Berry is headquartered.

Amcor will maintain its primary listing on the New York Stock Exchange and its secondary listing on the Australian Securities Exchange (ASX). Upon completion of the transaction, Amcor’s board of directors will expand to 11 directors, four of whom will be nominated by Berry. Current Amcor CEO Peter Konieczny will serve in the same capacity in the combined company; Graeme Liebelt, an independent nonexecutive chairman and director at Amcor, will serve as the combined company's board chairman; and Stephen Sterrett, Berry's current board chair, will serve as the new Amcor's deputy chair.

“This combination delivers on our strategy to accelerate growth by putting the customer first, elevating the role of sustainability and orienting the portfolio toward faster-growing, higher-margin categories,” Konieczny says. “We will have a more complete and more sustainable product offering, supported by stronger innovation capabilities, global scale and supply chain flexibility. We will help global and local customers grow faster and operate more efficiently with a team of exceptional talent.

“As a result, this combination also drives a step change in annual free cash flow, earnings growth and value creation for our shareholders. I, and the Amcor team, look forward to joining with Berry to accelerate change and real impact for our customers and their consumers.”

The companies say benefits of the merger include:

• the ability to offer customers a wider range of more sustainable solutions which drive circularity, increase use of alternative materials and a lower carbon footprint;
  
• greater choice for customers and consumers with a portfolio of unique flexible, container and closure products developed using a broader range of recycled materials, next-generation lightweighting technologies, reuse- and recycle-ready capabilities and differentiated high barrier paper-based formats;
  
• the establishment of a technology-driven innovation leader with more capabilities and significantly higher capacity to invest in solving technical challenges with combined research and development (R&D) investments of $180 million per year, about 1,500 R&D professionals, 10 innovation centers worldwide and more than 7,000 patents, registered designs and trademarks; and
  
• enhanced capabilities by leveraging corporate venturing partnerships to access new sustainability solutions such as substrates, barriers, fiber and recycling, digital solutions and new ideas in adjacent businesses and technologies.

Additionally, the companies say their combination will optimize their footprint, servicing customers in more than 140 countries through about 400 production facilities; support customers in accessing broader growth opportunities while addressing specific regional needs with a balanced geographic presence across continents including in high-growth emerging markets; and enhance scale and reach that ensure supply chain resilience.

The new Amcor is expected to generate $24 billion per year with adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of $4.3 billion, including run-rate synergies. Combined, the companies have a cash flow of more than $3 billion, which they say provides significant capacity to fund organic investment, a compelling dividend, value accretive M&A and share repurchases.

“Over the past year, Berry has undergone a significant transformation, completing the spin-off of our HHNF business, enhancing our product mix and optimizing our portfolio,” Berry CEO Kevin Kwilinski says. “Our combination with Amcor is a logical next step in our company’s evolution, and it is a testament to our entire team that we’re well positioned to build on this momentum and deliver even more value to our shareholders.

“We expect to better serve customers through a comprehensive and innovative consumer packaging portfolio and a complementary geographic coverage. Importantly Berry and Amcor have aligned philosophies focused on safety, employee experience, sustainability, innovation, customer intimacy, and functional excellence. We will be better together, and I look forward to all we will achieve as a combined organization.”