Berry Global Group, Inc. (NYSE: BERY) and Glatfelter Corporation
(NYSE: GLT) announced that the proposed merger of Berry's Health,
Hygiene and Specialties Global Nonwovens and Films (“HHNF”)
business with Glatfelter progressed further today with the creation
of the Magnera brand (pronounced ‘Mag-nair-uh’), a global leader in
the specialty materials industry.
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the full release here:
https://www.businesswire.com/news/home/20240724278174/en/
The launch of this new identity marks the next chapter in the
transaction journey, emphasizing a commitment to innovation and
leadership in the specialty materials industry. Magnera will
leverage a broad platform of 46 global manufacturing facilities,
offering its customers innovative solutions more quickly from
closer locations and minimizing environmental impact.
Curt Begle, President of Berry’s Health Hygiene &
Specialties Division, who will lead Magnera as CEO, said,
“Magnera’s purpose is to better the world with new possibilities
made real. By continuously co-creating and innovating with our
partners, we will develop original material solutions that make a
brighter future possible. With a breadth of technologies and a
passion for what we create, Magnera’s solutions will solve
end-users’ problems, every day.”
With a focus on innovation, operational excellence, and
strategic market penetration, Magnera will have the broadest global
product offering in high-growth markets for both polymer and
fiber-based product applications.
Tarun Manroa, Current EVP & Chief Strategy Officer for
Berry, and future Magnera COO, said, “We’re truly excited about how
our vibrant new brand builds upon both companies’ history and
unifies diverse teams under a single identity with a focus on the
future.
“With increasing demand for premium and custom products, we
believe we are perfectly placed to offer our customers more choice
and flexibility to meet their needs.”
Magnera will continue HHNF and Glatfelter’s unwavering
commitment to providing stability to customers, especially during
times of change. The merger will create an expanded portfolio of
products and solutions to better serve the combined company’s
customers at scale. We believe this comprehensive suite of
offerings sets Magnera apart in the marketplace and will deliver
unparalleled value and support. Customers can continue to expect
innovation with existing technologies and products and future
developments that will drive their businesses forward.
About Magnera
Magnera will be formed from the spin-off and merger of Berry's
HHNF business with Glatfelter. The combined company will serve
thousands of customers worldwide, offering a wide range of
products, including components for absorbent hygiene products,
protective apparel, wipes, specialty building and construction
products, products serving the food and beverage industry, and
more.
Magnera's purpose is to better the world with new possibilities
made real. For more than 160 years, the originating companies have
delivered the material solutions their partners need to thrive.
Through economic upheaval, global pandemics, and changing end-user
needs, they’ve consistently found ways to solve problems and exceed
expectations. Bringing together these legacy companies, the
distinct scale and wide portfolio of products will bring customers
more materials and choices. With a combined legacy of resilience,
Magnera will build personal partnerships that withstand an
ever-changing world.
Magnera will begin using its name and branding immediately
following the closing of the proposed merger.
The transaction is expected to close in the second half of
calendar 2024 and is subject to approval by Glatfelter shareholders
and completion of the remaining customary closing conditions.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this release that are not historical, including
statements relating to the expected timing, completion and effects
of the proposed transaction between Berry Global Group, Inc., a
Delaware corporation (“Berry”), and Glatfelter Corporation, a
Pennsylvania corporation (“Glatfelter” or the “Company”), 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 the expected timing and structure of the
proposed transaction, the ability of the parties to complete the
proposed transaction, benefits of the transaction, including future
financial and operating results, executive and Board transition
considerations, 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 and Glatfelter, 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:
the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed transaction; the
risk that Glatfelter shareholders may not approve the transaction
proposals; the risk that the necessary regulatory approvals may not
be obtained or may be obtained subject to conditions that are not
anticipated or may be delayed; risks that any of the other closing
conditions to the proposed transaction may not be satisfied in a
timely manner; risks that the anticipated tax treatment of the
proposed transaction is not obtained; risks related to potential
litigation brought in connection with the proposed transaction;
uncertainties as to the timing of the consummation of the proposed
transaction; unexpected costs, charges or expenses resulting from
the proposed transaction; risks and costs related to the
implementation of the separation of the business, operations and
activities that constitute the global nonwovens and hygiene films
business of Berry (the “HHNF Business”) into Treasure Holdco, Inc.,
a Delaware corporation and a wholly owned subsidiary of Berry
(“Spinco”), including timing anticipated to complete the
separation; any changes to the configuration of the businesses
included in the separation if implemented; the risk that the
integration of the combined company is more difficult, time
consuming or costly than expected; risks related to financial
community and rating agency perceptions of each of Berry and
Glatfelter and its business, operations, financial condition and
the industry in which they operate; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; failure to realize the benefits expected from
the proposed transaction; effects of the announcement, pendency or
completion of the proposed 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 Glatfelter’s and Berry’s reports
filed with the Securities and Exchange Commission (“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
proposed transaction, will be more fully discussed in the
registration statements, proxy statement/prospectus and other
documents that will be filed with the SEC in connection with the
proposed 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 nor Glatfelter 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.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between Berry and Glatfelter.
In connection with the proposed transaction, Berry and Glatfelter
intend to file relevant materials with the SEC, including a
registration statement on Form S-4 by Glatfelter that will contain
a proxy statement/prospectus relating to the proposed transaction.
In addition, Spinco expects to file a registration statement in
connection with its separation from Berry. This communication is
not a substitute for the registration statements, proxy
statement/prospectus or any other document which Berry and/or
Glatfelter may file with the SEC. STOCKHOLDERS OF BERRY AND
GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain copies of the registration
statements and proxy statement/prospectus (when available) as well
as other filings containing information about Berry and Glatfelter,
as well as Spinco, without charge, at the SEC’s website,
www.sec.gov. Copies of documents filed with the SEC by Berry or
Spinco will be made available free of charge on Berry’s investor
relations website at ir.berryglobal.com. Copies of documents filed
with the SEC by Glatfelter will be made available free of charge on
Glatfelter's investor relations website at
www.glatfelter.com/investors.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to sell, subscribe for or buy, or a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, sale or solicitation would be
unlawful, prior to registration or qualification under the
securities laws of any such jurisdiction. No offer or sale of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
Berry and its directors and executive officers, and Glatfelter
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Glatfelter common stock and/or the offering of securities in
respect of the proposed transaction. Information about the
directors and executive officers of Berry, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth under the caption “Security Ownership of
Beneficial Owners and Management” in the definitive proxy statement
for Berry’s 2024 Annual Meeting of Stockholders, which was filed
with the SEC on January 4, 2024
(www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001378992/000110465924001073/tm2325571d6_def14a.htm).
Information about the directors and executive officers of
Glatfelter including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth under
the caption “Security Ownership of Certain Beneficial Owners and
Management” in the proxy statement for Glatfelter's 2024 Annual
Meeting of Shareholders, which was filed with the SEC on March 26,
2024
(www.sec.gov/ix?doc=/Archives/edgar/data/0000041719/000004171924000013/glt-20240322.htm).
In addition, Curt Begle, the current President of Berry’s Health,
Hygiene & Specialties Division, will be appointed as Chief
Executive Officer, James M. Till, the current Executive Vice
President and Controller of Berry, will be appointed as Executive
Vice President, Chief Financial Officer & Treasurer, and Tarun
Manroa, the current Executive Vice President and Chief Strategy
Officer of Berry, will be appointed as Executive Vice President,
Chief Operating Officer, of the combined company. Investors may
obtain additional information regarding the interest of such
participants by reading the proxy statement/prospectus regarding
the proposed transaction when it becomes available.
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. For more
information, visit our website or connect with us on LinkedIn or
Twitter. (BERY-F)
About Glatfelter
Glatfelter is a leading global supplier of engineered materials
with a strong focus on innovation and sustainability. The Company’s
high-quality, technology-driven, innovative, and customizable
nonwovens solutions can be found in products that are Enhancing
Everyday Life®. These include personal care and hygiene products,
food and beverage filtration, critical cleaning products, medical
and personal protection, packaging products, as well as home
improvement and industrial applications. Headquartered in
Charlotte, NC, the Company’s 2023 revenue was $1.4 billion with
approximately 2,980 employees worldwide. Glatfelter’s operations
utilize a variety of manufacturing technologies including airlaid,
wetlaid and spunlace with fifteen manufacturing sites located in
the United States, Canada, Germany, France, Spain, the United
Kingdom, and the Philippines. The Company has sales offices in all
major geographies serving customers under the Glatfelter and
Sontara® brands. Additional information about the Company may be
found on our website at www.glatfelter.com or connect with us on
LinkedIn.
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version on businesswire.com: https://www.businesswire.com/news/home/20240724278174/en/
Berry Global, Inc.
Investor Contact Dustin Stilwell VP, Investor Relations
+1 812.306.2964 ir@berryglobal.com
Global Media Contact Rachna Luthra Global Communications
Director +1 812.401.1018
Glatfelter Corporation
Investor Contact Ramesh Shettigar +1 717.225.2746
Ramesh.Shettigar@glatfelter.com
Media Contact Eileen L. Beck +1 717.225.2793
Eileen.Beck@glatfelter.com
Grafico Azioni Glatfelter (NYSE:GLT)
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