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.
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 ItThis
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 SolicitationThis 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 SolicitationBerry 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 BerryAt 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 GlatfelterGlatfelter 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 http://www.glatfelter.com or
connect with us on LinkedIn.
Contacts
Berry Global, Inc.
Investor ContactDustin StilwellVP, Investor
Relations+1 812.306.2964ir@berryglobal.com
Global Media ContactAnna RabenGlobal Communications
Manager +1 (812) 492-1387mediarelations@berryglobal.com
Glatfelter Corporation
Investor ContactRamesh Shettigar+1
717.225.2746Ramesh.Shettigar@glatfelter.com
Media ContactEileen L. Beck+1
717.225.2793Eileen.Beck@glatfelter.com
Source: Berry Global Group, Inc., Glatfelter
Corporation
Grafico Azioni Glatfelter (NYSE:GLT)
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