10.23.24
Glatfelter Corporation and Berry Global Group, Inc. announced that Glatfelter’s shareholders have approved all matters relating to the merger of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films business (“HHNF Business”) with Glatfelter required to be approved by Glatfelter shareholders, as described in the proxy statement/prospectus provided to its shareholders in connection with the Special Meeting.
At the Special Meeting of Glatfelter Shareholders held on Oct. 23, Glatfelter shareholders voted to approve the share issuance proposal, the charter amendment proposals, the omnibus plan proposal and the advisory (non-binding) compensation proposal.
The transaction is expected to close 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.
The Board of Directors of Glatfelter approved a final reverse stock split ratio of 1-for-13. Accordingly, Glatfelter announced today that it will effect a 1-for-13 reverse stock split (the “reverse split”) of its common stock, par value $0.01 per share (“Glatfelter common stock”), that it expects will become effective on November 4, 2024 at 12:01 AM Eastern Time, before the opening of trading on the New York Stock Exchange. Glatfelter’s common stock will begin trading on the New York Stock Exchange on a split-adjusted basis when the market opens on November 4, 2024, under a new CUSIP number, 55939A 107.
The reverse split will affect all issued and outstanding shares of Glatfelter common stock. All outstanding awards (including, as applicable, stock option exercise prices), shares available for grant or issuance under existing equity plans and the new Magnera Corporation 2024 Omnibus Incentive Plan, and other securities entitling their holders to purchase or otherwise receive or acquire shares of Glatfelter common stock will be adjusted as a result of the reverse split. Following the reverse split, the par value of Glatfelter common stock will remain unchanged at $0.01 per share.
Computershare Trust Company, N.A. (“Computershare”), Glatfelter’s transfer agent, is acting as the Exchange Agent for the reverse split.
No fractional shares of Glatfelter common stock will be issued as a result of the reverse split. All fractional shares of Glatfelter common stock that a holder of shares of Glatfelter common stock would otherwise be entitled to receive as a result of the reverse split will be aggregated by the Exchange Agent 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 Glatfelter common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the reverse split. The reverse split will affect all shareholders uniformly and will not alter any shareholder’s percentage interest in Glatfelter’s equity (other than as a result of the treatment of fractional shares, as set forth above).
Shareholders of record owning their shares in book-entry will be receiving a transaction statement from Computershare regarding their Glatfelter common stock ownership post-reverse split and are not required to take any action to receive post-split shares. Shareholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse split, subject to the holding entity’s particular processes; such shareholders will not be required to take any action to receive post-split shares. However, these banks, brokers, custodians or other nominees may have different procedures than Computershare for processing the reverse split. If a shareholder holds shares of Glatfelter common stock with a bank, broker, custodian or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker, custodian or other nominee for more information.
At the Special Meeting of Glatfelter Shareholders held on Oct. 23, Glatfelter shareholders voted to approve the share issuance proposal, the charter amendment proposals, the omnibus plan proposal and the advisory (non-binding) compensation proposal.
The transaction is expected to close 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.
The Board of Directors of Glatfelter approved a final reverse stock split ratio of 1-for-13. Accordingly, Glatfelter announced today that it will effect a 1-for-13 reverse stock split (the “reverse split”) of its common stock, par value $0.01 per share (“Glatfelter common stock”), that it expects will become effective on November 4, 2024 at 12:01 AM Eastern Time, before the opening of trading on the New York Stock Exchange. Glatfelter’s common stock will begin trading on the New York Stock Exchange on a split-adjusted basis when the market opens on November 4, 2024, under a new CUSIP number, 55939A 107.
The reverse split will affect all issued and outstanding shares of Glatfelter common stock. All outstanding awards (including, as applicable, stock option exercise prices), shares available for grant or issuance under existing equity plans and the new Magnera Corporation 2024 Omnibus Incentive Plan, and other securities entitling their holders to purchase or otherwise receive or acquire shares of Glatfelter common stock will be adjusted as a result of the reverse split. Following the reverse split, the par value of Glatfelter common stock will remain unchanged at $0.01 per share.
Computershare Trust Company, N.A. (“Computershare”), Glatfelter’s transfer agent, is acting as the Exchange Agent for the reverse split.
No fractional shares of Glatfelter common stock will be issued as a result of the reverse split. All fractional shares of Glatfelter common stock that a holder of shares of Glatfelter common stock would otherwise be entitled to receive as a result of the reverse split will be aggregated by the Exchange Agent 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 Glatfelter common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the reverse split. The reverse split will affect all shareholders uniformly and will not alter any shareholder’s percentage interest in Glatfelter’s equity (other than as a result of the treatment of fractional shares, as set forth above).
Shareholders of record owning their shares in book-entry will be receiving a transaction statement from Computershare regarding their Glatfelter common stock ownership post-reverse split and are not required to take any action to receive post-split shares. Shareholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse split, subject to the holding entity’s particular processes; such shareholders will not be required to take any action to receive post-split shares. However, these banks, brokers, custodians or other nominees may have different procedures than Computershare for processing the reverse split. If a shareholder holds shares of Glatfelter common stock with a bank, broker, custodian or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker, custodian or other nominee for more information.
