Amcor Plc · NYSE:AMCR
Amcor — Merger or Acquisition (August 2018)
25 slides from Amcor's merger presentation, Aug 6, 2018
Slide 1: Amcor & Bemis Combination – Creating the Global Leader in Consumer Packaging
Amcor & Bemis Combination – Creating the Global Leader in Consumer Packaging 6 August 2018
Slide 2: Disclaimer
Disclaimer Cautionary Statement Regarding transactions, the plans, objectives, with the contemplated transactions; the S&P / ASX 200 index; uncertainties as Forward-Looking Statements expectations and intentions of Amcor, possibility that a competing proposal to whether, when and in what amounts New
Slide 3: Disclaimer continued
Disclaimer continued Cautionary Statement Regarding purchase or subscribe for any they become available because they about Amcor’s directors and executive Forward-Looking Statements cont. securities or the solicitation of any vote will contain important information officers is set forth in its Annua
Slide 4: Key messages
Key messages Amcor and Bemis combination to create the global leader in consumer packaging ...Stronger value proposition for customers, employees and the environment …Substantial value creation for all shareholders …Two proud histories, one great future 6/08/2018 4
Slide 5: Transaction overview
Transaction overview Unanimously recommended by the Boards of Directors of both companies • All stock acquisition of Bemis at a fixed exchange ratio of 5.1 shares for each existing share of Bemis • Implied price per Bemis share of US$57.75 representing an upfront premium of 25% to Bemis’ closing pri
Slide 6: Strategic rationale
Strategic rationale Stronger value proposition for customers, employees and the environment Increased Greater scale to exposure to Best-in-class Comprehensive better serve attractive end operating and global footprint customers in markets & innovation every region product capabilities segments Conti
Slide 7: Financial rationale
Financial rationale Substantial value creation for all shareholders Stronger Compelling Greater financial Cash and tax transaction liquidity for profile going free metrics investors forward 6/08/2018 7
Slide 8: Bemis - overview
Bemis - overview • Founded in Missouri in 1858 • US$4bn sales; US$4bn market cap; NYSE listed • Leading position in flexible packaging $ • ~56 plants, ~16,000 employees, 12 countries 7% 5% 5% 29% 18% 49% US$4bn US$4bn US$4bn sales sales sales 13% 70% 9% 95% Meat & cheese Dairy & Liquid North America
Slide 9: Amcor - overview
Amcor - overview • Founded in Australia in 1860s • US$9bn sales, A$18bn market cap, ASX listed • Global leader: flexible and rigid plastic consumer packaging • ~195 plants, ~35,000 employees, 43 countries 5% 4% 18% 13% 31% 36% 30% 4% US$9bn US$9bn US$9bn sales sales sales 54% 14% 29% 34% 28% Western
Slide 10: The global leader in flexible packaging
Flexible The global leader in flexible packaging packaging Comprehensive global flexible packaging footprint Amcor Flexibles1 Bemis2 Combined company US$5bn US$4bn ~110 plants ~50 plants US$9bn ~160 plants North America Latin America Asia Pacific EMEA 1. Based on CY17 revenues, excluding specialty c
Slide 11: Leadership positions and scale in all key regions
Flexible Leadership positions and scale in all key regions packaging Flexibles North America Flexibles Europe 0.3 2.8 3.4 3.2 Flexibles Asia 2.9 0.5 0.2 Amcor Bemis Combined company Amcor Bemis Combined company 1.4 1.2 Flexibles Latin America Amcor Bemis Combined company 0.5 0.9 0.4 Amcor Bemis Comb
Slide 12: Best-in-class capabilities and management talent
Flexible Best-in-class capabilities and management talent packaging Greater differentiation…stronger team…best-in-class capabilities…global platform Amcor Amcor brings Bemis brings • Track record of growth through acquisition and integration • Strong relationships with key customers excellence • Wel
Slide 13: Sustainability leadership – Amcor Pledge
Sustainability leadership – Amcor Pledge The first packaging company pledging to develop all packaging to be recyclable or reusable by 2025 Develop all our packaging to be recyclable or reusable by 2025 Significantly increase our use of recycled materials in our packaging Work with others to drive c
Slide 14: Significant cost synergy benefits
Significant cost synergy benefits Substantial cost synergy opportunity of US$180 million p.a. (4-5% of Bemis sales)1 Estimated synergies Estimated synergy realisation (US$m) Estimated US$180 million cost synergies Potential for 180 additional sources of synergies2 130 40% 100% 65 20% 40% Year 1 Year
Slide 15: Amcor enhanced financial profile going forward
Amcor enhanced financial profile going forward ~US$17bn ~US$13bn ~US$2.2bn ~US$115m MARKET CAP 1 SALES EBITDA2 R&D SPEND US$1bn+ Strong CASH FLOW3 BALANCE SHEET4 1. Excluding the value of capitalized synergies 2. 3. Inclusive of US$180 million pre tax cost synergies After capital expenditure before
Slide 16: Combination creates the global leader in consumer packaging
Combination creates the global leader in consumer packaging Global reach and broad product offering 5% 5% 3% 8% 9% 12% 14% US$13bn sales 45% 45% 22% US$13bn sales US$13bn sales 15% Segment mix3 Geographic Product mix2 4% mix1 66% 24% 22% North America Europe Flexible packaging Rigid Plastics ANZ Lat
Slide 17: Structure expected to enhance liquidity for investors
Structure expected to enhance liquidity for investors Two major global listings and increased index weighting expected to maximise liquidity for investors Transaction structure • Combination to be achieved through merging Amcor and Bemis into a newly created holding company (‘New Amcor Shareholders
Slide 18: Summary
Summary Amcor and Bemis combination to create the global leader in consumer packaging ...Stronger value proposition for customers, employees and the environment …Substantial value creation for all shareholders …Two proud histories, one great future 6/08/2018 18
Slide 19: Amcor & Bemis Combination Creating the Global Leader in Consumer Packaging
Amcor & Bemis Combination Creating the Global Leader in Consumer Packaging 6 August 2018
Slide 20: Strategic rationale
Strategic rationale Stronger value proposition for customers, employees and the environment • Unique, truly global flexible packaging supplier Comprehensive global footprint • Comprehensive flexible packaging footprint across all key regions, including larger, more balanced & profitable emerging mar
Slide 21: Financial rationale
Financial rationale Substantial value creation for all shareholders • All-stock acquisition at an implied value in line with Amcor’s current trading EV/EBITDA multiple, pre synergies Compelling transaction metrics • US$180 million of pre-tax annual cost synergies by the end of year 31 • Double digit
Slide 22: Financial effects and governance
Financial effects and governance • A compelling, progressive dividend which will continue to be an important component of annual shareholder returns • Post closing, the first annual dividend paid by Amcor is expected to be no less than the value Financial effects of the last annual dividend per shar
Slide 23: Amcor - Strong financial metrics and consistent margin improvement
Amcor - Strong financial metrics and consistent margin improvement Revenue $9.1bn Net Income $701mm Amcor Key financials EBITDA $1.4bn Effective Tax Rate 20.3% (FY17 US$) EBITDA Margin 15.9% RoAFE 20.4% 6/08/2018 23
Slide 24: Amcor strategy
Amcor strategy Our Businesses FOCUSED PORTFOLIO FLEXIBLE RIGID PLASTIC SPECIALTY PACKAGING CONTAINERS CLOSURES CARTONS Our Differentiated Capabilities THE AMCOR WAY Our Aspiration Significant growth opportunities WINNING FOR CUSTOMERS, THE leading global packaging company EMPLOYEES, INVESTORS AND TH
Slide 25: Amcor shareholder value creation model
Amcor shareholder value creation model Dividend Growth in line with (~ USD 500m) EPS ~ 4% yield Total shareholder Strong, Capital Organic EPS growth value of 10-15% defensive cash expenditure of ~ 3-4% per annum with flow (~ USD 400m) low volatility Acquisitions EPS growth of ~ 2-7% and/or buy-backs