Investigation Overview
An investigation on behalf of investors, who currently hold shares of Bemis Company, Inc. (NYSE :BMS), was announced concerning whether the takeover of Bemis Company, Inc. by Amcor Limited is unfair to NYSE :BMS stockholders.
The investigation by a law firm concerns whether certain officers and directors of Bemis Company, Inc. breached their fiduciary duties owed to NYSE :BMS investors in connection with the proposed acquisition.
On August 6, 2018, Amcor Limited (ASX: AMC) and Bemis Company, Inc. (NYSE: BMS) today announced that their respective Boards of Directors have unanimously approved a definitive agreement under which Amcor will acquire Bemis in an all-stock combination. The transaction will be effected at a fixed exchange ratio of 5.1 Amcor shares for each Bemis share, resulting in Amcor and Bemis shareholders owning approximately 71% and 29% of the combined company, respectively. This is equivalent to a transaction price of US$57.75 per Bemis share based on Amcors closing share price of A$15.28 on August 3, 2018.
However, the investigation concerns whether the offer is unfair to NYSE :BMS stockholders. More specifically, the investigation concerns whether the Bemis Company Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.