Investor Presentaiton
Key risks - Acquisition (continued)
Integration
Historical liabilities
The financial capacity of, and recourse to,
the vendors may be limited and there is
counterparty and contractual risk
Arrangements with key customers
The integration of a business of the size and nature of Saverglass carries risk, including potential delays or costs in implementing necessary changes and difficulties in integrating various
operations. The success of the Acquisition, and the ability to realise the expected benefits of the Acquisition outlined in this Presentation (including the earnings per share accretion), is
dependent on the effective and timely integration of Saverglass' business alongside Orora's business following completion of the Acquisition. A failure to fully integrate the operations of
Saverglass, or a delay in the integration process, could impose unexpected costs or prevent the realisation of benefits that may adversely affect the financial performance and position of
Orora.
Following completion of the Acquisition, Orora may become directly or indirectly exposed to liabilities that Saverglass may have incurred or be liable for prior to the Acquisition, including
any liabilities that were not identified during Orora's due diligence or which are greater than expected, for which insurance may not be adequate or available, or for which Orora may not
have post-Acquisition recourse under the agreement for the Acquisition. Such liabilities could include liabilities relating to litigation or other proceedings, failure by Orora to hold required
regulatory approvals, authorisations or licences, regulatory actions (including without limitation in relation to any such failure), health and safety claims, warranty or performance claims,
historical tax liabilities and other liabilities. Such liabilities may adversely affect the financial performance and position of Orora.
The ability of Orora to achieve its stated objectives will depend on the performance by the parties of their obligations under the agreements for, and related to, the Acquisition. If any party
defaults in the performance of their obligations, it may be necessary for Orora to approach a court to seek a legal remedy, which can be expensive and time consuming. A warranty and
indemnity insurance policy has been obtained by Orora for the Acquisition.
If the Acquisition completes and if a warranty or other claim is made under the agreement for the Acquisition, the warranty and indemnity insurance policy may not respond on all matters
and is subject to a maximum liability cap along with time and other limitations. Therefore, the insurance policy may provide limited or no coverage on a particular liability or loss for Orora.
Furthermore, if a warranty, indemnity or other claim was made by Orora against the vendors of Saverglass under the agreement for the Acquisition, and the warranty and indemnity
insurance policy does not respond to such a claim, there is a risk that such a claim may be contested or that funds may not be available to meet the claim in its entirety. Further, there can
be no guarantee as to the ongoing financial capacity of the vendors of Saverglass. Any inability to recover amounts claimed under the agreement for the Acquisition could adversely affect
Orora's financial performance and position.
The Saverglass business relies on a number of key customer contracts and arrangements. There can be no assurance that key customer contracts or arrangements will continue, or where
formal contracts exist, will be renewed upon their expiration or that the terms of any renewal will be as favourable to Orora as the terms of the current arrangements. The loss of a
significant portion of these customers, a significant reduction in sales to these customers, or a significant change in the commercial terms of the relationships with these customers could
have a material adverse impact on Orora's financial performance and prospects.
Acquisition accounting
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Orora is required to undertake an assessment of the fair value of the tangible and intangible assets acquired as well as the actual and contingent liabilities of Saverglass at the date of the
Acquisition. Accounting standards provide twelve months from completion for this assessment to be finalised. The outcome of this assessment could give rise to different values being
applied than those used in the pro forma financial information contained in this Presentation. Such an outcome will impact the values of assets and liabilities reported in the consolidated
balance sheet by Orora. There will also be differences in the depreciation and amortisation charges recognised in the consolidated profit or loss account which may impact reported profit
before tax and net profit after tax.View entire presentation