Special Meeting of the Glatfelter Shareholders
Scheduled for October 23, 2024
Proxy Statement/Prospectus to be Mailed to the
Glatfelter Shareholders Beginning on or about September 20,
2024
Special Meeting of the Glatfelter
Shareholders Scheduled for October 23, 2024, at 8:00 AM Eastern
Daylight Time
Berry Global Group, Inc. (NYSE:BERY) and Glatfelter Corporation
(NYSE:GLT) announced today the date of the special meeting of the
Glatfelter shareholders to seek approval of, among other matters,
the issuance of additional shares of Glatfelter common stock as
well an amendment to the Glatfelter charter to increase the number
of authorized shares of Glatfelter common stock and to effect a
reverse stock split of the common shares of Glatfelter. Approval of
these matters by the Glatfelter shareholders will be a significant
milestone in the proposed merger of Berry’s Health, Hygiene and
Specialties Global Nonwovens and Films business with Glatfelter in
a Reverse Morris Trust transaction. As previously disclosed, upon
closing of the transaction, the combined company will be renamed
Magnera Corporation.
The special meeting of the Glatfelter shareholders will be held
online on October 23, 2024 at 8:00 AM Eastern Daylight Time via
live audio webcast at
www.virtualshareholdermeeting.com/GLT2024SM.
The Glatfelter shareholders of record as of the close of
business on September 3, 2024 are entitled to vote at the special
meeting and will receive the proxy statement/prospectus, which will
be mailed to shareholders beginning on or about September 20, 2024.
The proxy statement/prospectus contains important information about
the proposed transaction and the matters to be considered at the
special meeting. The proxy statement/prospectus is available on the
SEC’s website at
https://www.sec.gov/Archives/edgar/data/41719/000110465924101145/tm2412884-18_424b3.htm.
Glatfelter’s board of directors unanimously recommend that the
Glatfelter shareholders vote “FOR” all the matters to be considered
at the special meeting. For the transaction to close, the
Glatfelter shareholders must approve the share issuance and the
charter amendment proposals.
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 the 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, are more fully discussed in the proxy
statement/prospectus and the registration statements 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, Glatfelter filed a
registration statement on Form S-4 containing a proxy
statement/prospectus with the SEC which was declared effective on
September 17, 2024. Glatfelter has also filed a proxy
statement/prospectus which will be sent to Glatfelter’s
shareholders on or about September 20, 2024. In addition, Spinco
filed a registration statement on Form 10 in connection with its
separation from Berry. The Form 10 has not yet been declared
effective. 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 STATEMENTS
AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY 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 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).
Additional information regarding the interests of these
participants can also be found in the Form S-4 and the proxy
statement/prospectus filed by Glatfelter with the SEC and the
registration statement on Form 10 filed by Spinco with the SEC.
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 2022 revenue was $1.5 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240919463898/en/
Berry Global, Inc.
Investor Contact Dustin Stilwell VP, Investor
Relations +1 812.306.2964 ir@berryglobal.com
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
Glatfelter (NYSE:GLT)
過去 株価チャート
から 10 2024 まで 11 2024
Glatfelter (NYSE:GLT)
過去 株価チャート
から 11 2023 まで 11 2024
