Berry Global, Glatfelter provide update on HHNF spin-off and merger completion

Berry Global (BERY) and Glatfelter (GLT) announced that Berry has set a record date of the close of business on November 1 for the proposed spin-off of its Health, Hygiene and Specialties Global Nonwovens and Films business, or HHNF Business. The spin-off and merger of Berry’s HHNF Business with Glatfelter are expected to be completed on November 4, subject to the satisfaction or waiver of the closing conditions for the transaction. As previously announced, in connection with the merger, Glatfelter will effect a reverse stock split and change its name to Magnera Corporation. Subject to the satisfaction or waiver of the closing conditions, on November 4, Berry will distribute all of the shares of stock of its wholly owned subsidiary that owns the HHNF Business to Berry stockholders as of the close of business on the November 1 record date by means of a pro rata distribution, Spinco will merge into a subsidiary of Magnera, and the shares of Spinco distributed to Berry stockholders will convert into the right to receive Magnera shares. Upon completion of the merger, Berry stockholders are expected to collectively own approximately 90% of the outstanding shares of Magnera common stock on a fully-diluted basis, and current Glatfelter shareholders are expected to collectively own approximately 10% of the outstanding shares of Magnera common stock on a fully-diluted basis. The actual number of shares of Magnera common stock that Berry stockholders will receive in the spin-off and merger with respect to each share of common stock, $0.01 par value per share of Berry will be determined based on the number of shares of Glatfelter common stock outstanding on a fully-diluted basis prior to the merger, the number of shares of Spinco common stock outstanding, which will equal the number of shares of Berry common stock outstanding on the actual record date, and the reverse stock split ratio determined by Glatfelter’s board of directors. The spin-off and merger remain subject to the satisfaction or waiver of certain conditions including, but not limited to, approval by Glatfelter shareholders of certain matters related to the transactions. If the closing conditions are not satisfied or waived in advance of November 1, Berry may elect to change the record date to a later date.