Berry Global Group, and Glatfelter Corporation have announced that the record date for the proposed spin-off of Berry’s Health, Hygiene, and Specialties Global Nonwovens and Films business will be November 1, 2024. The spin-off and subsequent merger with Glatfelter are expected to be finalized on November 4, 2024, pending the satisfaction or waiver of closing conditions. Following the merger, Glatfelter will undergo a reverse stock split and rebrand as Magnera Corporation.
On the closing date, Berry will distribute shares of its subsidiary, referred to as “Spinco,” to shareholders recorded as of November 1. Subsequently, Spinco will merge with a Magnera subsidiary, and the shares distributed to Berry stockholders will convert into Magnera shares.
Upon merger completion, Berry stockholders are projected to own approximately 90% of Magnera’s common stock, while Glatfelter shareholders will own about 10%. The actual number of Magnera shares received by Berry stockholders will depend on the number of Glatfelter shares outstanding and the reverse stock split ratio determined by Glatfelter’s board.
For instance, if there are 115,057,848 Berry shares and 45,954,863 Glatfelter shares outstanding before the merger, approximately 413,593,767 shares of Glatfelter would be issued, equating to about 3.6 shares per Berry share. If a hypothetical reverse split ratio of 1-for-15 is applied, this would translate to approximately 0.24 shares of Magnera per Berry share.
No action is required from Berry stockholders to receive their Magnera shares. Fractional shares of Magnera will not be issued; instead, the exchange agent will aggregate and sell them, distributing the net proceeds to eligible stockholders.
The spin-off and merger are contingent on various conditions, including Glatfelter shareholder approvals. If necessary, Berry may change the record date.
Trading Details
Beginning November 1, 2024, Berry common stock will trade with due-bills, entitling holders to Glatfelter shares due to the spin-off and merger. After the merger closes on November 4, 2024, Berry’s stock is expected to trade “Ex-Distribution” starting November 5.
Berry stockholders on record as of November 1, 2024, who sell their shares before the merger should consult their broker to understand if their shares will include the entitlement to Glatfelter shares. “When-issued” trading for Magnera stock is not anticipated until regular trading starts on November 5, 2024.
