11/20/2024

speaker
Jeannie
Conference Operator

Thank you for standing by. My name is Jeannie and I will be your conference operator today. At this time, I would like to welcome everyone to the AmcorBerry Combination Investor Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. We do ask that you limit yourself to one question and rejoin the queue for any further questions. Thank you. I would now like to turn the conference over to Tracy Whitehead, Global Head of Investor Relations at Amcor. You may begin.

speaker
Tracy Whitehead
Global Head of Investor Relations at Amcor

Thank you, operator, and welcome, everyone. We appreciate you joining today on short notice to discuss our announced combination between Amcor and Berry. Shortly, I'll turn the call over to management to provide prepared remarks with a question and answer session to follow. Prepared remarks today will address the combination only. Separately, Barrie has posted on its website a presentation and prepared remarks covering their fourth quarter and fiscal year 2024 earnings results. Our presentation outlining the compelling rationale behind this combination has been posted to the investor relations section of both companies' websites. In addition, a replay of today's call will be available on our respective websites later on. Slide two provides some important disclaimers. Statements related to our expectations, plans, estimates, and views regarding future performance and events related to the combination of AMCOR and BERI constitute forward-looking statements. These statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the company's present expectations. Further information regarding these risks and uncertainties is contained in the company's periodic filings with the SEC. Turning to slide three, on the call today are Peter Konechny, AMCOR CEO, Kevin Kowalinski, Berry CEO, Michael Casamento, AMCOR CFO, and Mark Miles, Berry CFO. With that, I'll turn the call over to PK.

speaker
Peter Konechny
CEO, AMCOR

Thank you, Tracey. Welcome to everyone and thank you for joining us to discuss this exciting combination of Ankur and Barrie. This is a highly complementary and financially compelling combination that will deliver significant and immediate value for our collective customers and shareholders. As outlined on our earnings call last month, we have carefully been thinking about how to build a better business for the future. Amcor has an excellent opportunity to become a stronger company by accelerating volume-driven organic growth through an unwavering focus on our customers, on sustainability, and on our portfolio. The combination announced today delivers on that strategy. It creates a consumer and healthcare packaging industry leader with a broader product offering in attractive categories and more innovation capabilities to drive more sustainable solutions. In addition, This combination delivers significant immediate and long-term value for both companies' shareholders. Before getting into more detail, I want to start with a broader perspective. This combination will allow us to make a positive and meaningful impact on the lives of customers and the environment we live in, in a way no other packaging company can. Referring to slide four, a more sustainable future is something our customers and our partners are striving for. We're here to enable that future. to anticipate their demands to make it possible. We're elevating brands, shaping lives, and protecting Earth with every solution we make. On slide five, we're transforming the way the world thinks about packaging. We're accelerating our innovation and pushing boundaries, not on the horizon, not tomorrow, but right now. And that's our commitment to act today while we work towards an ideal future. In slide six, This is a fundamental shift in how we think and act. We're bringing unprecedented innovation expertise and investment to solve the most challenging technical problems we face. We're providing that circular packaging is possible at scale, and we're driving demand for recycled materials. Right now, we begin to accelerate towards a brighter, more sustainable future by bringing these two companies together. We will have unique opportunities to accelerate the possible on slide seven, elevating brands shaping life and protecting Earth. It's an opportunity and responsibility we embrace and I'm confident will deliver value in many forms. Now moving to slide eight and transitioning to key terms. Barrie shareholders will receive 7.25 UMCOR shares for each Barrie share held at close and will own approximately 37% of the combined company. The identified synergy opportunity unlocked by combining these two companies is a substantial $650 million. And annual cash flow increases to more than $3 billion, which Michael will talk more about shortly. With combined revenues of more than $24 billion and $180 million of R&D spent every year, Armcor will be the go-to partner of choice for sustainable packaging solutions. Slide 9 outlines the highly attractive financial profile created through this combination. On a combined basis for the last 12 months, EBITDA margins expand to 18% with a $4.3 billion in EBITDA, including full-run rate synergies. Relative to UMCRA's last 12-month standalone EPS, adjusted EPS accretion, including combined earnings on all synergies, is expected to over 35%. and we expect to generate more than $3 billion in annual cash flow. Slide 10 summarizes the highly compelling rationale for this combination. Amcor will be a better and stronger business with greater capabilities, broader scale in our chosen categories, and more flexibility. We're adding scale and flexibles and strengthening healthcare, transforming our containers business, and building a global closures and dispensing business. This is all in line with our long-term strategy. We will grow faster by bringing together highly complementary product portfolios with participation in attractive categories and innovation platforms in a range of formats and materials, and we will unlock new commercial opportunities that neither business could access independently. We will enable customers to transform their portfolio through technology-driven innovation and passionate sustainability leadership. And we are creating significant value that matters for all stakeholders. We will speak to each of these four points further as we move through the presentation. At this point, I'm going to turn over to Kevin to discuss how this combination creates a meaningfully better and stronger business.

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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