Glatfelter Announces Reverse Stock Split Ratio and Anticipated Effective Date
At the Special Meeting of Glatfelter Shareholders held earlier today, Glatfelter shareholders voted to approve the share issuance proposal, the charter amendment proposals, the omnibus plan proposal and the advisory (non-binding) compensation proposal.
The transaction is expected to close on
The Board of Directors of Glatfelter approved a final reverse stock split ratio of 1-for-13. Accordingly, Glatfelter announced today that it will effect a 1-for-13 reverse stock split (the “reverse split”) of its common stock, par value
The reverse split will affect all issued and outstanding shares of Glatfelter common stock. All outstanding awards (including, as applicable, stock option exercise prices), shares available for grant or issuance under existing equity plans and the new
No fractional shares of Glatfelter common stock will be issued as a result of the reverse split. All fractional shares of Glatfelter common stock that a holder of shares of Glatfelter common stock would otherwise be entitled to receive as a result of the reverse split will be aggregated by the Exchange Agent and caused to be to be sold on their behalf in the open market at then-prevailing market prices. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Glatfelter common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the reverse split. The reverse split will affect all shareholders uniformly and will not alter any shareholder’s percentage interest in Glatfelter’s equity (other than as a result of the treatment of fractional shares, as set forth above).
Shareholders of record owning their shares in book-entry will be receiving a transaction statement from Computershare regarding their Glatfelter common stock ownership post-reverse split and are not required to take any action to receive post-split shares. Shareholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse split, subject to the holding entity’s particular processes; such shareholders will not be required to take any action to receive post-split shares. However, these banks, brokers, custodians or other nominees may have different procedures than Computershare for processing the reverse split. If a shareholder holds shares of Glatfelter common stock with a bank, broker, custodian or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker, custodian or other nominee for more information.
About Berry
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About Glatfelter
Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. Glatfelter’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
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 and Glatfelter 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 the 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 transactions; unexpected costs, charges or expenses resulting from the proposed transactions; risks and costs related to the implementation of the separation of HHNF Business into
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, Glatfelter filed a registration statement on Form S-4 containing a proxy statement/prospectus with the
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, as amended, and otherwise in accordance with applicable law.
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Investor Contact
+1 717.225.2746
Ramesh.Shettigar@glatfelter.com
Investor Contact
VP, Investor Relations
+1 812.306.2964
ir@berryglobal.com
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