EVANSVILLE, Ind.--(BUSINESS WIRE)--Jan. 25, 2017--
Today, Berry Plastics Group, Inc. (NYSE: BERY) 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
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170125006235/en/
Source: Berry Plastics Group, Inc.
Berry Plastics Group, Inc.
Dustin Stilwell, 812-306-2964