Glatfelter Corporation (NYSE: GLT), a leading global supplier of
engineered materials, in anticipation of the previously announced
proposed merger of the majority of Berry Global’s Health, Hygiene,
and Specialties segment to include its Global Nonwovens and Films
(“HHNF”) business with Glatfelter, is pleased to announce today key
leadership appointments, in addition to the previously announced
appointment of Mr. Curt Begle, Berry’s current President of Health,
Hygiene & Specialties division, as the Chief Executive Officer
of the newly combined company (“NewCo”).
Mr. Kevin M. Fogarty will continue to serve
Glatfelter in the role of Non-Executive Chair of the Board of
Directors of NewCo. Since August 2022, Kevin has served as the
Non-Executive Chair of Glatfelter’s Board of Directors and has been
an integral part of Glatfelter’s business since joining the
Company’s Board in 2011. Kevin has extensive leadership experience
having served as President, Chief Executive Officer and Director of
Kraton Corporation, Inc. until his retirement in March 2022. Also,
Kevin currently serves as non-executive Chair of the Board of
Directors for Ecovyst Inc. (NYSE: ECVT), a leading integrated and
innovative global provider of specialty catalysts and services. He
is also a director of OPAL Fuels, Inc. (Nasdaq: OPAL), a vertically
integrated producer and distributor of renewable natural gas.
Mr. James M. Till (Jim) will be appointed to the
role of Executive Vice President, Chief Financial Officer &
Treasurer for NewCo, effective upon the closing of the proposed
transaction. Jim currently serves as the Executive Vice President
and Controller (Principal Accounting Officer) of Berry. Jim joined
Berry in 2008 as Director, Corporate Accounting, then progressed to
Vice President, Finance & Treasury in 2010, before moving into
his current role in 2014. As Executive Vice President, Chief
Financial Officer & Treasurer for NewCo, Jim will oversee all
finance and accounting functions, including tax, treasury, and
planning, and will report directly to Curt Begle, CEO of NewCo.
In addition, Mr. Tarun Manroa will be appointed
to the role of Executive Vice President, Chief Operating Officer
for NewCo, effective upon the closing of the proposed transaction.
Tarun currently serves as the Executive Vice President and Chief
Strategy Officer for Berry where he leads the Corporate Development
/ M&A, Global Procurement, Branding & Marketing, and
Sustainability functions. Tarun joined Berry in 2005 in an
engineering role and progressed through roles in plant leadership,
product management, and supply chain. Prior to his current role,
Tarun had P&L responsibilities as the Executive Vice President
& General Manager for Berry’s Engineered Materials
Division.
“Today’s announcement is the first of several
key leadership appointments as the Board of Directors of Berry and
Glatfelter, along with Glatfelter’s CEO, Thomas Fahnemann, and I
continue to collaborate on designing an organization that best
positions NewCo for success by using the combined talents of both
organizations. I am very pleased with the prospects of having Kevin
Fogarty’s extensive and steadfast leadership experience at the helm
of NewCo’s Board of Directors. Also, I am grateful that Jim and
Tarun have accepted leadership roles in NewCo as I highly value
them for their outstanding leadership skills and deep knowledge of
Berry’s HHNF business. I have personally worked with both Jim and
Tarun during our combined tenures at Berry and have confidence that
they will serve the shareholders of NewCo quite well,” said Mr.
Curt Begle, President of Berry’s Health, Hygiene & Specialties
division and incoming CEO of NewCo.
Mr. Ramesh Shettigar, Glatfelter’s current
Senior Vice President, Chief Financial Officer & Treasurer,
along with Mr. Boris Illetschko, Glatfelter’s Senior Vice
President, Chief Operating Officer, will continue in their
respective roles until the consummation of the proposed
transaction. Both Mr. Shettigar and Mr. Illetschko will play a
vital role in operating Glatfelter’s business in preparation for
the integration of the combined business.
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 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, will be more fully discussed in the
registration statements, proxy statement/prospectus and other
documents that will be 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, Berry and Glatfelter
intend to file relevant materials with the SEC, including a
registration statement on Form S-4 by Glatfelter that will contain
a proxy statement/prospectus relating to the proposed transaction.
In addition, Spinco expects to file a registration statement in
connection with its separation from Berry. 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 STATEMENT AND PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL 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 (when available) 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 www.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).
In addition, Curt Begle, the current President of Berry’s Health,
Hygiene & Specialties Division, will be appointed as Chief
Executive Officer, James M. Till, the current Executive Vice
President and Controller of Berry, will be appointed as Executive
Vice President, Chief Financial Officer & Treasurer, and Tarun
Manroa, the current Executive Vice President and Chief Strategy
Officer of Berry, will be appointed as Executive Vice President,
Chief Operating Officer, of the combined company. Investors may
obtain additional information regarding the interest of such
participants by reading the proxy statement/prospectus regarding
the proposed transaction when it becomes available.
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 2023 revenue was $1.4
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.
Contacts: |
|
Investors: |
Media: |
Ramesh Shettigar |
Eileen L. Beck |
(717) 225-2746 |
(717) 225-2793 |
ramesh.shettigar@glatfelter.com |
eileen.beck@glatfelter.com |
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