Berry and Glatfelter Announce Information for Anticipated Completion of Spin-Off and Subsequent Merger

EVANSVILLE, Ind. & CHARLOTTE, N.C. (News release) --Berry Global Group, Inc. (NYSE: BERY) ("Berry") and Glatfelter Corporation (NYSE: GLT) ("Glatfelter") announced that Berry has set a record date of the close of business on November 1, 2024 for the proposed spin-off of its Health, Hygiene and Specialties Global Nonwovens and Films business ("HHNF Business"). The spin-off and merger of Berry's HHNF Business with Glatfelter are expected to be completed on November 4, 2024, 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 ("Magnera").

Subject to the satisfaction or waiver of the closing conditions, on November 4, 2024, (1) Berry will distribute all of the shares of stock of its wholly owned subsidiary that owns the HHNF Business ("Spinco") to Berry stockholders as of the close of business on the November 1, 2024 record date by means of a pro rata distribution, (2) Spinco will merge into a subsidiary of Magnera, and (3) the shares of Spinco distributed to Berry stockholders will convert into the right to receive Magnera shares, as illustrated in the hypothetical below.

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 ("Berry common stock") will be determined based on (1) the number of shares of Glatfelter common stock outstanding on a fully-diluted basis prior to the merger, (2) 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 (3) the reverse stock split ratio determined by Glatfelter's board of directors.

As an example, assuming 115,057,848 Berry shares outstanding as of the record date and 45,954,863 Glatfelter shares outstanding as of the closing, on a fully-diluted basis, before giving effect to the reverse stock split, the total shares of Glatfelter common stock issuable pursuant to the merger would equal 413,593,767 shares (or approximately 3.6 shares of Glatfelter stock on pre-reverse split basis with respect to each share of Berry common stock). Assuming a hypothetical reverse stock split ratio of 1-for-15, the total shares of Glatfelter common stock issuable pursuant to the merger would equal 27,572,918 shares (or approximately 0.24 shares of Glatfelter common stock with respect to each share of Berry common stock).

This hypothetical is based on the number of shares of Glatfelter common stock outstanding on a fully-diluted basis as of October 16, 2024 (determined using the treasury method based on the closing stock price of Glatfelter common stock on October 16, 2024) and the number of shares of common stock of Berry outstanding as of October 20, 2024.

No action is required by Berry stockholders to receive their shares of Magnera common stock in the merger. No fractional shares of Magnera common stock will be issued as a result of the merger. All fractional shares of Magnera common stock that a holder of shares of Spinco common stock would otherwise be entitled to receive as a result of the merger will be aggregated by the exchange agent for the merger and caused to be to be sold on their behalf in the open market at then-prevailing market prices. The exchange agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of Magnera common stock pursuant to the merger.

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, 2024, Berry may elect to change the record date to a later date.

Trading Details

The New York Stock Exchange has advised Berry and Glatfelter that beginning on November 1, 2024 and continuing through and including the closing date scheduled for November 4, 2024, the shares of Berry common stock will trade with due-bills, in which Berry shares will trade with the right to receive shares of Glatfelter common stock as result of the spin-off and merger. The common stock of Berry is expected to be quoted "Ex-Distribution" on November 5, 2024, the first trading day following closing of the spin-off and merger.

Berry stockholders who hold shares of common stock on the record date of November 1, 2024, and decide to sell any of those shares on or before the completion of the spin-off and merger scheduled for November 4, 2024 should consult their stockbroker, bank or other nominee to understand whether the shares of Berry common stock will be sold with or without entitlement to Glatfelter common stock distributed pursuant to the spin-off and merger.

"When-issued" trading in the Magnera common stock issuable in connection with the spin-off and merger is not expected prior to the commencement of "regular-way" trading on the New York Stock Exchange on November 5, 2024.

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