UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 16, 2024
| |
Glatfelter Corporation |
|
| |
(Exact name of registrant as specified in its charter) |
|
| Pennsylvania |
001-03560 |
23-0628360 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 4350
Congress Street, Suite 600, Charlotte,
North Carolina |
28209 |
| (Address of principal executive
offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: 704 885-2555
| |
(N/A) |
|
| |
Former name or former address, if changed since last report |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, $0.01 par value per share |
|
GLT |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Introductory Note.
As previously disclosed, Glatfelter Corporation, a Pennsylvania corporation
(“Glatfelter” or the “Company”), entered into certain definitive agreements (the “Transaction
Agreements”) with Berry Global Group, Inc., a Delaware corporation (“Berry”), and certain of their respective
subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the
“HHNF Business”) of Berry and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively,
the “Transaction”). Upon closing of the Transaction (the “Closing”), Glatfelter will be renamed
Magnera Corporation (“Magnera”).
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, the Company has been working with Berry to
determine leadership and other organizational positions for Magnera, including the board of directors of the combined company post-Closing
(the “Magnera Board”). Pursuant to certain of the Transaction Agreements, the Magnera Board will consist of nine directors,
comprised of the CEO of Magnera plus five directors designated by Berry and three directors designated by Glatfelter. The parties previously
disclosed that Kevin M. Fogarty, current Non-Executive Chair of Glatfelter, will continue in the same role on the Magnera Board and Curtis
(Curt) L. Begle, current President of Berry’s Health, Hygiene and Specialties Division, will serve as Magnera’s Chief Executive
Officer and as a director of Magnera.
On August 16, 2024, Glatfelter and Berry issued a joint press release
announcing additional designees to the Magnera Board. As a result of these announcements, the current slate of announced director designees
is as follows:
| | · | Kevin M. Fogarty, current Non-Executive Chair of Glatfelter and incoming
Magnera Board Non-Executive Chair |
| | · | Curtis (Curt) L. Begle, current President of Berry’s Health, Hygiene
and Specialties Division and incoming Magnera CEO |
| | · | Bruce Brown, former Chief Technology Officer for Procter & Gamble and
current director of Glatfelter |
| | · | Michael (Mike) S. Curless, former Chief Investment Officer and Chief Customer
Officer for Prologis |
| | · | Thomas M. Fahnemann, current director and President & Chief Executive
Officer of Glatfelter |
| | · | Samantha (Sam) J. Marnick, former Chief Operating Officer, President Commercial
for Spirit AeroSystems |
| | · | Carl J. (Rick) Rickertsen, Managing Partner of Pine Creek Partners and current
director of Berry |
| | · | Thomas (Tom) E. Salmon, former Chief Executive Officer and Chairman of Berry |
Continuing Glatfelter board members
were designated by Glatfelter and the other Magnera Board designees noted above were designated by Berry. The designees will be appointed
and begin serving on the Magnera Board effective as of the Closing. Under certain of the Transaction Agreements, there remains one additional
director position for the Magnera Board to be designated by Berry, which designation will take place at a later time.
As a result of these designations,
four of Glatfelter’s current directors, Kathleen A. Dahlberg, Marie T. Gallagher, Darrel Hackett and J. Robert Hall will retire
from the Glatfelter board upon the Closing.
The information set forth under
the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On August 16, 2024, Glatfelter and Berry issued a joint press release
announcing their respective designees to the Magnera Board effective as of the Closing. A copy of the press release is furnished as Exhibit
99.1 hereto and, along with the information set forth under the Introductory Note, is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 hereto, is
being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed
incorporated by reference into any filing by Glatfelter under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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 Glatfelter and Berry 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 of directors
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 U.S. 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 www.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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Glatfelter Corporation |
| |
|
| August 16, 2024 |
By: |
/s/ Jill L. Urey |
| |
|
Name: Jill L. Urey |
| |
|
Title: Vice President, General Counsel & Compliance |
Exhibit 99.1
 |
P R E S S R E L E A S E |
For Immediate Release
BERRY AND GLATFELTER
ANNOUNCE MAGNERA BOARD OF DIRECTOR APPOINTMENTS IN CONNECTION WITH PROPOSED MERGER OF BERRY’S HEALTH, HYGIENE AND SPECIALTIES GLOBAL
NONWOVENS AND FILMS BUSINESS WITH GLATFELTER
CHARLOTTE, North Carolina
– August 16, 2024: Glatfelter Corporation (NYSE: GLT), and Berry Global Group, Inc (NYSE: BERY) today announce additional director
designees for the board of directors for the combined company. The new directors will be appointed and will begin serving as directors
effective upon the closing of the proposed merger of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films (“HHNF”)
business with Glatfelter. As previously disclosed, upon closing of the transaction, the combined company will be renamed Magnera Corporation
(“Magnera”).
The Magnera board of directors
(“Magnera Board”) will consist of nine directors, with five directors designated by Berry, three directors designated by
Glatfelter, and the Chief Executive Officer. As previously announced, at closing, Kevin M. Fogarty, current Non-Executive Chair of Glatfelter,
will continue in the same role on the Magnera Board and Curtis (Curt) L. Begle, current President of Berry’s Health, Hygiene and
Specialties Division, will serve as Magnera’s Chief Executive Officer and as a Director of Magnera. Glatfelter and Berry today
announce the following additional director designees, to also be appointed as of closing:
| | · | Bruce
Brown, former Chief Technology Officer for Procter & Gamble and current Director
of Glatfelter |
| | · | Michael
(Mike) S. Curless, former Chief Investment Officer and Chief Customer Officer for Prologis |
| | · | Thomas
M. Fahnemann, current Director and President and Chief Executive Officer of Glatfelter |
| | · | Samantha
(Sam) J. Marnick, former Chief Operating Officer, President Commercial for Spirit AeroSystems |
| | · | Carl
J. (Rick) Rickertsen, Managing Partner of Pine Creek Partners and current Director of
Berry |
| | · | Thomas
(Tom) E. Salmon, former Chief Executive Officer and Chairman of Berry |
Continuing Glatfelter board
members were designated by Glatfelter and the others were designated by Berry. Under the transaction agreement, there remains one additional
director position for the Magnera Board to be designated by Berry, which designation will take place at a later time.
As a result of these designations,
four of Glatfelter’s current directors, Kathleen A. Dahlberg, Marie T. Gallagher, Darrel Hackett and J. Robert Hall will retire
from the Glatfelter board upon closing of the transaction.
“This announcement
is a significant step forward in our process to complete the merger of Glatfelter and Berry’s HHNF business and operate as one
under the new Magnera name. I am very pleased with the level of expertise, diverse perspectives, and passion this collective
group of professionals brings to the Magnera Board. Their leadership and thoughtful contributions will provide tremendous value
to our shareholders, customers and employees,” said Curt Begle, President of Berry’s Health, Hygiene and Specialties division
and incoming Chief Executive Officer of Magnera.
“As
Chair of Glatfelter’s Board of Directors, I have had the privilege of working alongside a very dedicated and talented group of
directors during my time on the Board. I want to express my deep appreciation to my fellow directors for their many contributions and
exceptional leadership throughout their tenure, always focused on prioritizing shareholder interests while providing trusted oversight
to the Glatfelter management team,” said Kevin Fogarty, current Non-Executive Chair of the Glatfelter Board and incoming Non-Executive
Chair of the Magnera Board.
“Since
joining Glatfelter in 2022, I have greatly appreciated the support and valuable insights provided by the Glatfelter Board of Directors
as our team navigated a very challenging business environment. Their active engagement has been instrumental in shaping our strategy
and positioning Glatfelter for long-term success as we prepare for the next chapter in our history,” stated Thomas Fahnemann, Glatfelter’s
President and Chief Executive Officer.
Additional information
about each Magnera director designee can be found below:
KEVIN M. FOGARTY
will serve as the Non-Executive Chair of Magnera. Fogarty joined Glatfelter’s Board in 2012 and has served as Glatfelter’s
Non-Executive Chair of the Board since August 2022. He retired as President, Chief Executive Officer and Director of Kraton Corporation,
Inc. (“Kraton”), a leading global sustainable producer of specialty polymers and high-value bio-based products, following
its sale to DL Chemical in March 2022. Before joining Kraton in 2005, Fogarty spent 14 years with the Koch Industries, Inc. family
of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer
and Intermediaries business. Fogarty serves as non-executive Chair of the Board of Directors of Ecovyst Inc. (NYSE: ECVT), a leading
integrated and innovative global provider of specialty catalysts and services. Fogarty is also a director of OPAL Fuels Inc. (NASDAQ:
OPAL), a vertically integrated producer and distributor of renewable natural gas (RNG). He previously served on the Board of Directors
of the American Chemistry Council from 2017 through 2022.
Mr. Fogarty has significant
experience with manufacturing, international operations, strategic partnerships, public company accounting and financial reporting, and
new product development in addition to his experience with strategic planning, operations, risk management, and corporate governance.
He has more than ten years of experience as a director of public companies.
CURTIS (CURT) L. BEGLE
will serve as the Chief Executive Officer of Magnera. He is currently President of the Health, Hygiene and Specialties Division
at Berry Global (NYSE: BERY), one of its four business units. Begle is now leading a $3.4 billion global business within Berry Global.
Joining in 1999, Begle has spent his entire career with Berry Global. Rising through various positions of increasing responsibility in
sales and leadership, he served as President of Berry’s Rigid Closed Top Division from 2009 to 2014 and President of the Engineered
Materials Division from 2014 through 2018. Begle has served on the Board of Directors and Executive Committee for the Flexible Packaging
Association since 2016 and served as its Chairperson from 2019 to 2021. Begle is also a committed member of the Evansville, Indiana community.
He is the current Chairman of the Evansville Regional Economic Partnership, for which he has been a board member since 2016. He has also
been appointed to the Evansville Promise Neighborhood Sustainability Council. Begle has served on the Board of Directors for Deaconess
Health Systems since 2019. Additionally in 2019, Begle joined the Board of Trustees for the University of Evansville, his alma mater.
Mr. Begle has extensive
and long-tenured involvement in the consumer packaging and engineered materials industry. His experience includes leadership of
global commercial, operations, supply chain, human resources, and innovation.
BRUCE BROWN is a
current member of Glatfelter’s Board, which he joined in 2014. He retired in 2014 from his position as the Chief Technology Officer
of Procter & Gamble, Inc. (“P&G”), a publicly traded consumer goods company. With 34 years of experience at P&G,
Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development.
Globally recognized as an innovation thought leader, Brown previously served on the Board of Directors for Nokia Corporation (NYSE: NOK)
from 2012 to 2023 and was the chair of its Personnel Committee. Brown was also a director of Medpace Holdings, Inc. (Nasdaq: MEDP) from
2016 to 2019.
Mr. Brown is a proven leader
in innovation, global expansion, and organizational leadership development and he has familiarity with a number of the combined company’s
products and materials. He brings over three decades of business-building experience to the Board and has more than ten years of
experience as a director of public companies.
MICHAEL (MIKE) S. CURLESS
is an industry veteran in commercial real estate spanning the industrial, office, retail, healthcare, and data center sectors. From
1995 to 2000 and again from 2010 to 2023, Curless was employed at Prologis, a top 75 company in the S&P 500 with over 1 billion square
feet in 19 countries. He originally served as the founding market officer for the Indianapolis and St. Louis operations. He rejoined
Prologis on the executive team as the Global Chief Investment Officer with additional responsibility for all customer-related activity.
Curless further chaired the Prologis Investment Committee. In 2019, he served as Prologis’ first Chief Customer Officer. From 2000
to 2010, Curless was the President and one of four principals at Lauth Property Group, a privately held, national construction and development
firm. In this role, he had overall responsibility for operations, development and asset management for the firm. In his early career,
Curless served as an associate with the Trammell Crow Company and as a financial analyst with General Electric Company. Curless is a
former member of the Young Presidents’ Organization and is currently active with Indiana University in multiple capacities. He
also serves on the Investment Committee for Sample Gates Management, LLC and is a director for the Western Golf Association, specifically
focused on development of Evans Scholar recipients.
Mr. Curless has executive
level experience in both private and public companies at the highest level within the organizations. He is a proven leader in the
international real estate industry with key experience in corporate strategy, capital markets, human resources, customer experience,
and corporate transformation.
THOMAS M. FAHNEMANN joined
Glatfelter’s Board in 2022. He has served as Glatfelter’s President and Chief Executive Officer since August 2022. Since
2017, Fahnemann has been a member of the Board of Directors and Chair of the Audit Committee for AustroCel Hallein, a producer of
pulp and bio-energy. From 2010 to 2017, Fahnemann served as the Chief Executive Officer and Chairman of the Management Board of
Semperit Holding AG, a global manufacturer of industrial polymer products and solutions. Prior to 2010, he held leadership roles in
various fiber- and chemical-based businesses, including serving as Chief Executive Officer and Chairman of the Management Board, RHI
AG; Chief Executive Officer and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch
Industries).
Mr. Fahnemann has significant
experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply
chain, information technology, and corporate program management, overseeing legal and human resource functions, and leading strategy
development.
SAMANTHA (SAM) J. MARNICK
provides operational and business consulting services on strategy, acquisition targets, contract negotiations, turnarounds/divestures,
supply chain, operations, human capital, and labor relations issues. Additionally, she provides senior executive coaching. In her most
recent corporate role, she was the Chief Operating Officer, President Commercial for Spirit AeroSystems (NYSE: SPR), a global aerostructures
supplier with $6B in 2023 revenues and 18,000 employees across US, Europe, and Asia. Before leaving Spirit in 2023, she had primary
responsibility for the commercial business (approximately $5 billion in revenue) and had global corporate responsibility for operational
metrics, make-buy-where, supply chain, logistics, facilities footprint, and advanced manufacturing. Prior key functional roles at Spirit
included Chief Administrative Officer and Chief Human Resource Officer. Before joining Spirit in 2006, she spent most of her career in
management consulting focused on human capital, communication, and change management consulting with Mercer Human Resource Consulting
in Europe and the US; Watson Wyatt Worldwide in the UK; and as a Civil Servant for the UK’s Department of Health and Social Security.
Since 2018, she has served as a board member for InTrust Bank (privately held) and as of 2024, as a board member for Latecoere (French,
publicly traded). She also previously served as a board member for the US Chamber (Non-Profit), and as a Company Trustee (representing
Spirit) on the IAM National Multi Employer Pension Fund.
Ms. Marnick is a high-achieving
global leader with an exceptional career record in P&L operations, human resources, and communication consulting. Her prior
experience includes executive compensation, global human resources strategy and transformation, mergers and acquisitions, regulatory
compliance, risk management, supply chain, and sustainability.
CARL J. (RICK) RICKERTSEN
is currently the managing partner of Pine Creek Partners, a private equity investment firm based in Washington, D.C., a position
he has held since 2004. He has worked in private equity for over 25 years. Prior to founding Pine Creek Partners, Rickertsen was Chief
Operating Officer and Managing Partner of Thayer Capital Partners from 1998 to 2004. Rickertsen was a founding partner of three Thayer
investment funds and is a published author. Currently, he serves on the following public company boards: Hut8 (NASDAQ: HUT) since
2024; Berry Global (NYSE: BERY) since 2013; Apollo Diversified Services (NYSE: ADS) since 2011; and MicroStrategy (NASDAQ: MSTR)
since 2002. Rickertsen previously served on the boards of Noranda Corporation, Convera Corporation, UAP Holding Corp., and Homeland Security
Capital Corporation.
Mr. Rickertsen is a recognized
expert in management buyouts and mergers. He has further extensive experience in mergers and acquisitions, capital markets, finance,
corporate strategy, corporate governance, executive compensation, and regulatory/compliance. He has more than 20 years of
experience as a director of public companies.
THOMAS (TOM) E. SALMON
is the retired Chief Executive Officer and Chairman of Berry Global (NYSE: BERY), a Fortune 250 company and leading global manufacturer
of rigid, flexible, and nonwoven packaging, protection and adhesive products with 200+ locations and ~40,000 associates worldwide and
sales of nearly $13 billion. Salmon joined Berry Global in 2007. During his 16 years at Berry Global, he served in a number of leadership
roles, including President and Chief Operating Officer, as well as President of its Consumer Packaging, Rigid Closed Top, and Engineered
Materials divisions. Under Salmon’s leadership, Berry Global became a founding member of the Alliance to End Plastic Waste, and
in 2021, he was appointed as an officer for the organization. In 2022, Salmon joined the American Chemistry Council’s Plastics
Division Operating Committee leadership team as the Value Chain Committee Chair. Under his leadership, and through a number of initiatives
and key customer collaborations, Salmon elevated Berry Global as a sustainability leader with its size, scale and influence across the
value chain in creating a more circular, low-carbon economy. Before joining Berry Global, Salmon began his manufacturing career in sales
with Honeywell International, successfully progressing through regional, national, and global sales management roles, and ultimately
becoming General Manager. After leaving Honeywell, Salmon served as President of TYCO International Ltd Adhesives and later President
of Covalence Specialty Adhesives LLC. Since 2018, Salmon has served on the Board of Directors of Old National Bank. He also serves in
various community roles.
Mr. Salmon is an industry
leader with extensive experience in consumer packaging, including global commercial, operations, and supply chain management. His
leadership experience also extends to corporate strategy, capital markets, sustainability, executive compensation, transformation, and
mergers and acquisitions. He has over five years’ experience serving as a public company director.
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 www.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 and 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 and 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.
Contacts
Glatfelter Corporation:
Investor Contact
Ramesh Shettigar
(717) 225-2746
ramesh.shettigar@glatfelter.com
Media Contact
Eileen L. Beck
(717) 225-2793
eileen.beck@glatfelter.com
Berry Global, Inc.:
Investor Contact
Dustin Stilwell
VP, Investor Relations
+1 812.306.2964
ir@berryglobal.com
Global Media Contact
Anna Raben
Global Communications Manager
+1 (812) 492-1387
mediarelations@berryglobal.com
Grafico Azioni Glatfelter (NYSE:GLT)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Glatfelter (NYSE:GLT)
Storico
Da Nov 2023 a Nov 2024
