Then, in June, Kwilinski was contacted by the other two unnamed companies — Party B and Party C — with one looking to be acquired and the other asking about buying Berry's rigid health care business.
Around the same time, Amcor also started putting out feelers with Berry regarding a potential stock-for-stock deal. Amcor's board, on June 13, gave CEO Peter Konieczny permission to make initial contact with Berry.
This followed an April presentation by Amcor management to the company's board regarding potential "strategic opportunities, investments or combinations with third parties available to Amcor, including a potential combination with Berry," the SEC filing states. There was no board action taken in April with members of Amcor management indicating they would come back with "more definitive recommendations" at a June board meeting.
With Konieczny and Kwilinski now talking as of June, Berry decided later in that month not to continue evaluating a possible purchase of Party B "given insufficient industrial logic, potential antitrust concerns, and the fact that such an acquisition would require Berry to increase its leverage," the SEC document states.
Berry also determined selling the company's rigid health care business "could negatively impact Berry's future growth," the filing states.
Kwilinski and Konieczny, in their initial contact, found out that both companies had independently been considering the merits of a potential stock-for-stock combination of Berry and Amcor.
The men, the filing states, "discussed business conditions and Berry's current performance, including Berry's belief that Berry's stock price was trading at a low multiple relative to its performance and peers and that Berry had been evaluating strategic alternatives as a result, including a potential stock-for-stock business combination between Berry and Amcor.
"Mr. Konieczny noted that Amcor also had conducted a preliminary analysis of such a combination based on publicly available information," the filing states.
On July 3, the two sides signed non-disclosure agreements and company officials first met in person on July 8-9. It was during those meetings that they presented company overviews to help determine the feasibility of a deal. No economic terms were explored at either session.
Talks between the companies continued into August when Amcor's board agreed to offer no more than 6.7 shares of Amcor stock for each share of Berry stock. This would have resulted in Berry shareholders owning 35 percent of the combined company. Amcor's initial offer to Berry on Aug. 19 ended up being 6.2 shares of Amcor stock for each Berry share, which would have resulted in Berry stockholders owning 33.6 percent of the larger firm.
About a month later, on Sept. 17, Berry's board decided in its view there were no other companies in the business that would give a better offer than Amcor. And investment buyers also were facing higher interest rates at the time, a situation that would challenge them to make suitable offers. So Berry continued to engage with Amcor with an eye toward getting a better offer.
Amcor came back with a request to get a more detailed look at the company's financial information, and financial advisors from both sides meet from Sept. 27 to Oct. 2 to share details in advance of a meeting between senior management of both companies on Oct. 4. By Oct. 10, Amcor had upped its offer slightly to 6.3 shares of Amcor stock for one share of Berry, a ratio that would give Berry stockholders 34 percent of the combined company.
Discussions continued between the two companies into November before Amcor upped its offer to 7.25 shares for each share of Berry stock, an offer Berry's board accepted. That ratio, which means Berry will own 37 percent of the combined company, implies "a valuation for Berry Common Stock of $73.88 per share based on the per share closing price of Amcor Ordinary Shares on November 12, 2024 of $10.19," the proxy states.