Organization and Operations | 1. Organization and Operations Amcor plc (“Amcor” or the “Company”), a subsidiary of Amcor Limited, was organized on July 31, 2018 under the name Arctic Jersey Limited as a limited company incorporated under the Laws of the Bailiwick of Jersey. On October 10, 2018, Arctic Jersey Limited was renamed “Amcor plc” and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. The Company was formed for the sole purpose of effecting the transactions described below. Upon completion of the transactions, Amcor Limited and Bemis Company, Inc. (“Bemis”) will each become wholly owned subsidiaries of Amcor and Amcor will continue as a holding company. Following the transactions, former Amcor Limited and Bemis shareholders will be holders of Amcor Shares. In connection with the proposed transaction, Amcor plc filed a Registration Statement on Form S-4 which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2019. On August 6, 2018, the Company (f/k/a Arctic Jersey Limited) entered into a Transaction Agreement (the “Agreement”) with Amcor Limited, Bemis and Arctic Corp., a Missouri corporation and wholly owned subsidiary of the Company (“Merger Sub”). The Agreement provides that (a) pursuant to a scheme of arrangement (the “Scheme”) each issued and outstanding ordinary share of Amcor Limited (the “Amcor Limited Shares”) will be exchanged for one Amcor CHESS Depositary Instrument (a “CDI”), with each CDI representing a beneficial ownership interest (but not legal title) in one ordinary share of Amcor (an “Amcor Share”) or, at the election of the holder of an Amcor Limited Share, one Amcor Share (collectively, the “Scheme Consideration”), and (b) as promptly as reasonably practicable thereafter, Merger Sub shall merge with and into Bemis (the “Merger”), with Bemis surviving the Merger as a wholly owned subsidiary of Amcor, pursuant to which each share of common stock of Bemis (the “Bemis Shares”), other than certain excluded shares, shall be converted into the right to receive 5.1 Amcor Shares (collectively, the “Transactions”). The Transactions are currently anticipated to close in May 2019 subject to satisfaction of the closing conditions. Upon completion of the Transactions, Amcor Limited and Bemis will each become wholly owned subsidiaries of Amcor and Amcor will continue as a holding company. Following the completion of the Transactions, former Amcor Limited shareholders are expected to hold approximately 71% of Amcor and former Bemis shareholders are expected to hold approximately 29% of Amcor. The Agreement contains certain termination rights for both Amcor Limited and Bemis, including if the transaction is not completed on or before August 6, 2019, subject in certain circumstances to extension to February 6, 2020 if necessary to secure certain regulatory approvals. The Agreement provides that Amcor Limited will pay a $130.0 million termination fee to Bemis if, among other things, Amcor Limited terminates the agreement to enter into a superior proposal or if the agreement is terminated following Amcor Limited’s Board of Directors changing its recommendation or failing to publicly affirm the board recommendation after receipt of a competing proposal. The agreement also provides that Bemis will pay a $130.0 million termination fee to Amcor Limited under similar circumstances. Upon completion of the Transactions, the Amcor Shares will be registered with the Securities and Exchange Commission (“SEC”) and are expected to be listed and traded on the New York Stock Exchange (“NYSE”) under the symbol "AMCR." Following the Transactions, the Bemis Shares will be delisted from the NYSE and deregistered under the Exchange Act, and Bemis will no longer be a publicly held company and will cease filing its own periodic and other reports with the SEC. In addition, Amcor Limited Shares will be delisted from the Australian Securities Exchange (“ASX”) and Amcor Limited will no longer be a publicly held company in Australia or required to comply with the continuous disclosure requirements under the Australian Act and listing rules of the ASX. |