New Amcor will have primary listing on the NYSE and listing on ASX
The combination will be effected through a merger of Amcor and Bemis into a newly created holding company 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. This structure has several key benefits, including: Listings on two major global exchanges with primary listing on the NYSE and an ASX listing via CDIs; Expected index inclusion in the S&P 500 of the full market capitalization of the combined company (estimated at $17B) and pro-rata inclusion of CDIs in the S&P / ASX 200 index, resulting in greater liquidity and considerably increased index buying; and Ongoing financial strength and funding flexibility for continued investment. After completion of the transaction it is expected that key aspects of Amcor's financial profile will remain largely unchanged, including: A compelling, progressive dividend which will continue to be an important component of annual shareholder returns; Post closing, the first annual dividend paid by New Amcor is expected to be no less than the value of the last annual dividend per share declared by Amcor prior to completion of the transaction, providing significant dividend per share accretion to Bemis shareholders; and An on-going capital allocation philosophy consistent with Amcor's shareholder value creation framework. Upon completion of the transaction, New Amcor's Board is expected to comprise 11 members, 8 of whom are current Amcor directors, and 3 of whom are current Bemis directors. Amcor's current Chairman, Graeme Liebelt and current CEO Ron Delia will continue in those roles after the transaction and Delia will continue to serve as the only Executive Director on the Board. New Amcor will continue to maintain a critical presence in Wisconsin and other key Bemis locations. The combined company also expects to leverage Bemis' plant network and innovation center while continuing to invest in the U.S. New Amcor will continue to support the communities in which Bemis operates and announced a contribution of $35,000 to the Bemis Foundation on behalf of Amcor's 35,000 employees world-wide.