Berry Plastics Group, Inc. announced the results of elections as to the form of merger consideration to be received by the former stockholders of AEP Industries Inc. (AEP). As previously announced, the merger was effective on January 20, 2017. The merger was consummated in accordance with the terms of the Agreement and Plan of Merger, dated August 24, 2016, by and among AEP, Berry, and certain affiliates of Berry (as amended, the merger agreement).
As provided in the merger agreement and the election materials previously provided to holders of AEP common stock, AEP stockholders were permitted to make an election to receive, as consideration for each share of AEP common stock held, either (i) $110.00 in cash (the cash consideration) or (ii) 2.5011 shares of Berry common stock (the stock consideration), plus cash in lieu of fractional shares. Based on the terms of the merger agreement, the aggregate consideration to be paid in the merger was subject to proration and allocation such that 50 percent of the total shares of AEP common stock entitled to receive the merger consideration (which excludes shares of AEP common stock held by AEP or its affiliates, shares held by Berry or its affiliates, or shares for which statutory appraisal rights have been perfected in accordance with Delaware law, collectively referred to as the “cancelled shares”) will be exchanged for the cash consideration, and the remaining 50 percent of shares of AEP common stock will be entitled to receive the stock consideration.
As previously announced, the election deadline was 5:00 p.m. Eastern Time on January 18, 2017. Based on the elections made by AEP stockholders and the number of cancelled shares, the final election results are as follows:
• 94.0 percent elected to receive the stock consideration;
• 1.2 percent elected to receive the cash consideration; and
• 4.8 percent did not submit a valid election.
Applying the proration and allocation procedures specified in the merger agreement and the election materials:
• AEP stockholders who made a valid election to receive the cash consideration received the cash consideration of $110.00 per share with respect to each share of AEP common stock.
• AEP stockholders who did not tender their shares and make a valid election are entitled to receive the cash consideration of $110.00 per share. Berry will send a letter of transmittal to these stockholders allowing them to surrender their certificates, if applicable, in exchange for the cash consideration.
• AEP stockholders who made a valid election to receive the stock consideration received a combination of cash and Berry common stock. For these stockholders, approximately 53.20 percent of their shares shall be exchanged for the stock consideration, and approximately 46.80 percent of their shares shall be exchanged for the cash consideration. These stockholders will receive cash in lieu of fractional shares based on a price of $50.75 per share of Berry common stock, the closing price of Berry common stock on January 19, 2017, the last trading day prior to the effective time of the Merger.
About Berry Plastics
Berry Plastics Group, Inc. is a leading provider of value-added plastic consumer packaging, nonwoven specialty materials, and engineered materials delivering high-quality customized solutions to our customers. The Company’s world headquarters is located in Evansville, Indiana, with net sales of $6.5 billion in fiscal 2016 and is listed on the New York Stock Exchange under the ticker symbol BERY. For additional information, visit the Company’s website at www.berryplastics.com.
Certain statements and information included in this release may constitute "forward looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Berry to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is contained in the company’s Securities and Exchange Commission (“SEC”) filings, including Berry’s Annual Report on Form 10-K filed with the SEC on November 30, 2016, and the registration statement on Form S-4 (File No. 333-213803), as amended and supplemented, that Berry filed with the SEC in connection with its acquisition of AEP. Berry does not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Berry Plastics Group, Inc.
Eva Schmitz, 812-306-2424
Dustin Stilwell, 812-306-2964