Amcor plc美股招股说明书(2025-01-23版)

Dear Shareholders of Amcor plc and Stockholders of Berry Global Group, Inc.: On November 19, 2024, Amcor plc (“Amcor”), Aurora Spirit, Inc., a wholly-ownedsubsidiary of Amcor (“Merger Sub”), and Berry Global Group, Inc. (“Berry”) entered into anAgreement and Plan of Merger (as it may be amended from time to time, the “MergerAgreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement,Merger Sub will merge with and into Berry, with Berry surviving as a wholly-ownedsubsidiary of Amcor (the “Merger”). At the effective time of the Merger (the “Effective Time”), among other things, eachissued and outstanding share of common stock, $0.01 par value per share, of Berry (“BerryCommon Stock”) (excluding shares of Berry Common Stock held by Berry as treasury stockimmediately prior to the Effective Time) will be converted into the right to receive 7.25 (the“Exchange Ratio”) fully paid and non-assessable ordinary shares, par value $0.01 per share, ofAmcor (“Amcor Ordinary Shares”) and, if applicable, cash in lieu of fractional AmcorOrdinary Shares that holders of Berry Common Stock (“Berry Stockholders”) would otherwisebe entitled to receive in the Merger, without interest. All shares of Berry Common Stock heldby Berry in treasury immediately prior to the Effective Time will be automatically cancelledupon consummation of the Merger. In addition, each Berry equity award outstanding at theEffective Time will be converted into a right to receive a number of Amcor Ordinary Sharesor an equity award relating to Amcor Ordinary Shares, as applicable, as described in moredetail in the accompanying joint proxy statement/prospectus. Immediately after the Effective Time, holders of (i) Amcor Ordinary Shares and(ii) CHESS depositary interests (“Amcor CDIs”) issued by Amcor through CHESS DepositaryNominees Pty Limited (collectively, “Amcor Shareholders”) as of immediately prior to theMerger are expected to collectively own approximately 63% of the outstanding capital stockof Amcor and Berry Stockholders as of immediately prior to the Merger are expected tocollectively own approximately 37% of the outstanding capital stock of Amcor, eachcalculated based on the fully diluted market capitalizations of Amcor and Berry as of the dateof signing of the Merger Agreement. Amcor Ordinary Shares are currently listed on the NewYork Stock Exchange (“NYSE”) under the symbol “AMCR,” and Amcor CDIs are currentlytraded on the Australian Securities Exchange (“ASX”) under the symbol “AMC.” BerryCommon Stock is currently listed on the NYSE under the symbol “BERY.” Following theMerger, Amcor Ordinary Shares will continue to be listed on the NYSE under Amcor’scurrent symbol, “AMCR,” and Amcor CDIs will continue to be traded on the ASX underAmcor’s current symbol, “AMC.” Following the consummation of the Merger, BerryCommon Stock will no longer be listed on any stock exchange or quotation system and Berrywill cease to be a publicly traded company. In connection with the Merger, Amcor will hold an extraordinary general meeting of itsshareholders (the “Amcor Extraordinary General Meeting”) and Berry will hold a specialmeeting of its stockholders (the “Berry Special Meeting”). At the Amcor Extraordinary General Meeting, Amcor Shareholders will be asked to voteon (i) a proposal to approve the issuance of Amcor Ordinary Shares to Berry Stockholders inconnection with the Merger (such issuance, the “Share Issuance,” and such proposal, the“Amcor Share Issuance Proposal”) and (ii) a proposal to approve one or more adjournments ofthe Amcor Extraordinary General Meeting, if necessary or appropriate, to permit solicitationof additional proxies if there are not sufficient votes to approve the Amcor Share IssuanceProposal (the “Amcor Adjournment Proposal”). Approval of each of these proposals requiresthe affirmative vote of at least a majority of the votes cast on each such proposal by AmcorShareholders present in person or represented by proxy, attorney or Representative (as definedin Amcor’s articles of association) at the Amcor Extraordinary General Meeting and entitledto vote thereon.The board of directors of Amcor (the “Amcor Board”) unanimouslyrecommends that Amcor Shareholders vote “FOR” the Amcor Share Issuance Proposal and“FOR” the Amcor Adjournment Proposal. At the Berry Special Meeting, Berry Stockholders will be asked to vote on (i) a proposalto adopt the Merger Agreement, as it may be amended from time to time (the “Berry MergerProposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or becomepayable to Berry’s named executive officers that is based on or otherwise relates to thetransactions contemplated by the Merger Agreement (the “Berry Advisory CompensationProposal”), and (iii) a proposal to approve the adjournment of the Berry Special Meeting, ifnecessary or appropriate, including to solicit additional proxies if there are insufficient votesat the time of the Berry