Berry Global Group, Inc. Announces Statement re Possible Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
Statement re Possible Offer for RPC Group Plc (“RPC”)
EVANSVILLE, LONDON / ACCESSWIRE / January 31, 2019 / Berry Global Group, Inc. (NYSE: BERY) (“Berry”) notes the announcement on 23 January 2019 by Rome UK Bidco Limited (a company formed on behalf of funds managed by Apollo Management IX, L.P.) of its Recommended Final Cash Offer for RPC.
Berry announces that it is considering a possible offer in cash for RPC and has requested due diligence information from RPC for this purpose.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, nor does it constitute an offer or impose any obligation on Berry to make an offer. Similarly, this announcement is not a recommendation or a solicitation of an offer to sell securities of RPC. Accordingly there can be no certainty that an offer will be made by Berry to acquire RPC. A further announcement will be made as and when appropriate.
Enquiries Berry Global Group, Inc. Dustin M. Stilwell +1 812 306 2964
Goldman Sachs International (Joint Lead Financial Adviser) Mark Sorrell +44 207 774 1000
Owain Evans +44 207 774 1000
Wells Fargo Securities (Joint Lead Financial Adviser) Sam Small +44 207 149 8100
Paul Wren +1 704 410 1147
Notices Related to the Financial Advisers
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Berry and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Berry for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement.
Wells Fargo Securities, LLC (“Wells Fargo Securities”), a subsidiary of Wells Fargo & Company, which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States of America, is acting exclusively as joint financial adviser to Berry and will not be responsible to anyone other than Berry for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
Notice to US Investors
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Berry or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, RPC Shares outside the United States, other than pursuant to any offer (if made), before or during the period in which such offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and Wells Fargo Securities, LLC will continue to act as an exempt principal trader in RPC Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)207 638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.berryglobal.com by no later than 12 noon (London time) on the day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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SOURCE: Berry Global Group, Inc.