MinterEllison advises on merger and dual listing of Amcor and Bemis to form a global packaging industry leader

2 min  08.08.2018

In one of the largest transactions of its type in Australia, MinterEllison has advised Bemis Company, Inc.

("Bemis", NYSE: BMS) on its US$5.26 billion cross-border merger with Amcor Limited ("Amcor", ASX: AMC) to form a dual listed $25 billion global packaging industry leader.

Announced late yesterday, the Boards of Directors from the two companies unanimously approved a definitive agreement which will see Amcor and Bemis merge in an all-stock combination, and the merged group be dual listed on NYSE and ASX. The transaction aims to create substantial value for shareholders of both companies.

MinterEllison's role included advising Bemis on the complex multi-step transaction involving a Australian scheme of arrangement, including a re-domiciliation, US merger and then the dual listing of the merged group.

"This is one of the largest transactions of its type in Australia," said Michael Gajic, MinterEllison Partner. "Our M&A team leveraged its established and proven knowledge to navigate cross-border aspects of transaction, including the interplay between the Australian law scheme of arrangement and the US law merger."

"Announcing this transaction is a very important step for both companies, as completion will create a global packaging industry leader," said Mr Gajic.

The transaction demonstrates MinterEllison's market leading status on major cross-border M&A transactions, having also recently advised on CDH Investments with their last-minute A$1.9 billion offer for ASX listed Sirtex Medical by way of scheme, and Hometown America on its A$715 million takeover bid for ASX listed Gateway Lifestyle.

"Our team worked seamlessly and tirelessly alongside Faegre Baker Daniels, and Clearly Gottlieb Steen & Hamilton to deliver the various cross-border aspects of this deal," said Leigh Brown, Senior Legal Counsel, who led MinterEllison's team on the transaction for Bemis.

Bemis is a supplier of flexible and rigid plastic packaging used by leading food, consumer products, healthcare, and other companies worldwide. Founded in 1858, Bemis reported 2017 net sales of US$4.0 billion.

Amcor is a global leader in responsible packaging solutions, supplying a broad range of rigid and flexible packaging products into the food, beverage, healthcare, personal care and other fast moving consumer end markets. Amcor operates around 195 sites in over 40 countries, with approximately 35,000 employees.

The transaction is subject to shareholder, court and regulatory approvals, and is targeted to close in the first quarter of calendar year 2019.

The MinterEllison team was led by Michael Gajic (Partner, M&A). He was supported by Leigh Brown (Senior Legal Counsel, M&A), James Momsen (Partner, Tax) and Jeremy Chew (Senior Associate, M&A).

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