This notice of stockholder action by written consent pursuant to Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”) and appraisal rights pursuant to Section 262 of the DGCL (“Section 262”), and the accompanying Information Statement (the “Information Statement”) are being furnished to the holders of common stock, par value $0.001 per share (“Shares”), of Pactiv Evergreen Inc., a Delaware corporation (the “Company,” “Pactiv Evergreen,” “we,” “us,” or “our”), in connection with the Agreement and Plan of Merger, dated as of December 9, 2024 (the “Merger Agreement”), by and among the Company, Novolex Holdings, LLC, a Delaware limited liability company (“Novolex”), and Alpha Lion Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Novolex (“Merger Sub”). Novolex and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”). A copy of the Merger Agreement is attached as Annex A to the accompanying Information Statement.

Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Novolex in accordance with Delaware law (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding as of immediately prior to the Effective Time will convert automatically into the right to receive $18.00 in cash, without interest (the “Merger Consideration”), except as otherwise provided in the Merger Agreement with respect to Owned Company Shares and Dissenting Shares (as such terms are defined in the accompanying Information Statement).

The Board of Directors of the Company (the “Company Board”) has (1) determined that the Merger Agreement, the Merger and the other transactions contemplated thereby (together with the Merger, the “Transactions”), are advisable, fair to and in the best interests of the Company and its stockholders, (2) approved the execution and delivery of the Merger Agreement and performance by the Company of its covenants and obligations contained therein and the consummation by the Company of the Transactions and (3) approved and declared advisable the Merger Agreement and the Transactions.

The consummation of the Merger required the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote to adopt the Merger Agreement (the “Company Stockholder Approval”). On December 9, 2024, following the execution and delivery of the Merger Agreement, Packaging Finance Limited, a New Zealand company (the “Significant Company Stockholder”), which held Shares representing approximately 76.9% of the voting power of the outstanding Shares as of December 8, 2024 (which was the record date set by the Company Board for determining stockholders entitled to vote to adopt the Merger Agreement), delivered a written consent (the “Written Consent”), which is attached to the accompanying Information Statement as Annex B, constituting the Company Stockholder Approval. As a result, no further approval of the stockholders of the Company is required to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote or consent for the adoption of the Merger Agreement or the approval of the Merger or (2) calling a special meeting of our stockholders for purposes of voting on or consenting to the adoption of the Merger Agreement or the approval of the Merger. This notice and the accompanying Information Statement constitute notice to you from us of the action taken pursuant to the written consent contemplated by Section 228(e) of the DGCL.

Under Section 262, if the Merger is completed, subject to compliance with the requirements of Section 262, holders of Shares, other than the Significant Company Stockholder, will have the right to seek appraisal for, and be paid the “fair value” in cash of, their Shares (as determined by the Delaware Court of Chancery) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than 20 days after the mailing of this notice and the accompanying Information Statement, which mailing date is [•], and comply precisely with the other procedures set forth in Section 262, which are summarized in the

accompanying Information Statement. This notice and the accompanying Information Statement constitute notice to you from us of the availability of appraisal rights under Section 262 in connection with the Merger.

The accompanying Information Statement is for informational purposes only. However, we urge you to read the Information Statement in its entirety, including the annexes to the Information Statement and the other documents to which we refer in the Information Statement, for a more complete description of the transactions referenced above and the actions taken by the Company Board.

We thank you for your continued support and interest in the Company.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

This notice and the Information Statement are dated [•] and are being mailed to stockholders on [•].

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section titled “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge, by following the instructions in the section titled “Where You Can Find More Information” beginning on page 75.

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements, including, without limitation, statements regarding forecasts and projections as described in the section titled “The Merger — Certain Company Financial Forecasts” beginning on page 41 and statements regarding the anticipated timing of the Closing. All statements other than statements of historical facts included in this Information Statement are forward-looking statements, including those relating to future events or our future financial performance and financial guidance. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. These statements are only predictions based on the Company’s expectations and projections about future events as of the date of this Information Statement and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to:

We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this Information Statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this Information Statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Pactiv Evergreen is a leading manufacturer and distributor of fresh foodservice and food merchandizing products and fresh beverage cartons in North America. It produces a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today’s consumers. Its products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, foodservice distributors, retailers, food and beverage producers, packers and processors.

The Shares are traded on Nasdaq under the ticker symbol “PTVE.” Additional information about the Company is included in documents incorporated by reference into this Information Statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section titled “Where You Can Find More Information” beginning on page 75.

Novolex develops and manufactures diverse packaging products for multiple industries in the foodservice, delivery and carryout, food processor and industrial markets that touch nearly every aspect of daily life. The Novolex family of brands provides customers with innovative food and delivery packaging and performance solutions products for their business needs today while investing in research and development to engineer more sustainable choices for the future. With more than 10,000 employee families, Novolex operates 56 manufacturing facilities in North America and Europe, including two world-class plastic film recycling centers. Novolex is an affiliate of funds managed by affiliates of Apollo. After the consummation of the Merger, the Company will be a wholly owned subsidiary of Novolex.

Merger Sub was formed in Delaware on December 3, 2024 solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company and engaging in the Transactions. Merger Sub is a direct, wholly owned subsidiary of Novolex and has not engaged in any business, conducted any operations or incurred any liabilities or obligations, other than as incidental to its formation and in connection with the Transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will continue as the Surviving Corporation and a wholly owned subsidiary of Novolex.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Company Board, the Transaction Committee or the representatives of the Company and other parties. For purposes of this Information Statement, “Rank” means Rank Group Limited, which is Mr. Graeme Hart’s principal operating entity. The Significant Company Stockholder is owned and controlled by Mr. Hart.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Company Board and Company management have periodically reviewed, considered and assessed the Company’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews have included, among other things, consideration of potential opportunities for acquisitions and other potential financial and strategic alternatives, in each case with a view towards enhancing our stockholders’ value.

On or about May 23, 2024, representatives of Apollo approached Mr. Greg Cole, a senior executive and director at Rank, proposing to merge the Company with Novolex, a manufacturer of packaging products of which Apollo acquired majority control in 2022. The proposal contemplated that all Company stockholders would be cashed out, except that Rank would roll over some of the Shares held by the Significant Company Stockholder into the combined surviving company. Apollo valued its initial proposal at a range of $16.00 to $18.00 per Share. Mr. Cole informed Apollo that Rank was uninterested in the proposal because the proposal was not economically attractive to Rank and that Rank did not want to be treated differently from other Company stockholders.

During the month of June 2024, Mr. Cole held additional preliminary discussions regarding a possible business combination transaction involving the Company with a U.S.-based manufacturer of packaging products (“Party A”) and three additional parties that are financial sponsors (“Party D”, “Party F” and “Party I”).

During the week of June 17, 2024, Mr. Cole met in person with the CEO of Party A. Among other things, they discussed a potential merger between Party A and the Company. On or about June 24, 2024, Party A’s CEO contacted Mr. Cole to let him know that Party A would not be in a position to consider any transaction with the Company until sometime in 2025.

Also during the week of June 17, 2024, Mr. Cole met in person with a representative of Party D. During the meeting, the Party D representative asked Mr. Cole whether Rank would be interested in selling its position in the Company. Mr. Cole noted that Rank’s interest would depend on price and transaction certainty, among other factors.

That same week of June 17, 2024, Mr. Cole also had an in-person meeting with a representative of Party I. During the meeting, the Party I representative expressed Party I’s interest in acquiring the Company. No indicative purchase price was provided by the Party I representative. Several weeks later, a representative of an investment bank that had arranged the in-person meeting advised Mr. Cole that, after performing additional work and diligence based on publicly available materials, Party I was no longer interested in pursuing a transaction with the Company. There were no further contacts between representatives of Party I and Mr. Cole on the subject of an acquisition of the Company.

During the same week of June 17, 2024, Mr. Cole also had an in-person meeting with a representative of Party F. During the meeting the representative of Party F expressed a potential interest in acquiring the Company, without giving a purchase price indication. However, there were no further contacts between representatives of Party F and Mr. Cole on the subject of an acquisition of the Company.

On July 12, 2024, the representative of Party D called Mr. Cole and informed him that Party D had conducted additional diligence on the Company based on publicly available materials and was prepared to offer $14.00 per Share in an all-cash transaction for the entire Company. The Party D representative also indicated to Mr. Cole that Party D was interested in combining its acquisition of the Company with another strategic acquisition in the packaging space to create synergies. Mr. Cole responded that Rank was not interested in a transaction with Party D at that price. However, the following week Mr. Cole contacted the representative of Party D and noted that Party D’s valuation of the Company should take into account the Company’s divestiture of the Pine Bluff mill. There were no further contacts between representatives of Party D and Mr. Cole on the subject of an acquisition of the Company.

From May 2024 through the end of July 2024, representatives of Apollo and Mr. Cole continued conversations about a possible transaction involving the Company. During these conversations, Mr. Cole informed Apollo that if it presented a proposal economically acceptable to Rank, Mr. Cole would introduce Apollo to the Company. However, Mr. Cole also indicated to Apollo representatives that the terms of any transaction would have to be negotiated directly with the Company, and that the Company Board could determine to conduct a market check.

On or about July 25, 2024, Apollo proposed to Mr. Cole an all-cash acquisition of the entire Company at a purchase price of $17.00 to $18.00 per Share. Mr. Cole thereafter sent an email introducing Apollo to LeighAnne G. Baker, the Chairperson of the Company Board, and Michael J. King, the CEO of the Company.

On July 26, 2024, Ms. Baker and Mr. King met via video conference with representatives of Apollo, during which the Apollo representatives expressed Apollo’s intent to submit a written proposal to acquire the Company. No specific price was discussed during the video conference, but Ms. Baker and Mr. King were previously advised by Rank that Apollo was prepared to submit an indication of interest at $18.00 per Share.

On July 29, 2024, the Company Board held a meeting attended by representatives of the Company’s outside legal advisor, Paul Hastings LLP (“Paul Hastings”). The Company Board was advised of Ms. Baker’s and Mr. King’s conversation with Apollo, and of Rank’s discussions with Apollo. Representatives of Paul Hastings led a discussion about the Company Board’s fiduciary duties in connection with the potential Apollo proposal. The Company Board was advised that representatives of Rank had expressed that Rank did not want to be treated differently from minority stockholders, and was looking to receive the same per Share merger consideration as other Company stockholders without any other benefit that would not be shared pro rata with the minority stockholders. The Company Board also discussed the creation of a transaction committee of independent directors to which the Company Board would assign primary responsibility for the review of any proposal that may be received from Apollo. The Company Board requested that Paul Hastings conduct interviews with non-executive Company Board members to assess their independence as it relates to a potential transaction with Apollo, and make a recommendation to the Company Board on the potential composition of the Transaction Committee.

On July 31, 2024, Apollo (on behalf of certain of its managed investment funds) and Novolex delivered to Ms. Baker and Mr. King a joint preliminary, written, non-binding confidential indication of interest for Novolex to acquire the Company in an all-cash transaction at a price of $17.00 to $18.00 per Share (the “July Proposal”). For convenience we refer to Apollo and Novolex hereinafter collectively as “Apollo/Novolex.”

The high end of the July Proposal value range represented a 50% premium to the volume weighted average share price of a Share (for the two-month period ended July 31, 2024). The July Proposal requested (1) an exclusivity period of 45 days that would be subject to receiving satisfactory materials and responses to Apollo/Novolex’s diligence requests, which would be automatically extended by an additional 15 days if additional time was needed to reach a definitive agreement, and (2) expense reimbursement subject to a to-be-agreed cap for reasonable out-of-pocket costs, fees and expenses incurred thereafter by Apollo/Novolex in connection with the proposed transaction, payable only if Apollo/Novolex delivered a fully committed proposal and the Company did not enter into the transaction. At no point prior to the execution of the Merger Agreement did the Company agree to exclusivity with Apollo/Novolex, or to any expense reimbursement.

Also on July 31, 2024, the Company Board established a Transaction Committee comprised of four directors –– LeighAnne G. Baker, Allen P. Hugli, Linda K. Massman and Felicia D. Thornton. Duncan J. Hawkesby was designated an alternate member of the Transaction Committee to replace Mr. Hugli at any meeting of the Transaction Committee in Mr. Hugli’s absence. The Company Board determined that each of the foregoing five directors was independent with respect to a potential transaction with Apollo/Novolex, and did not have an interest in such a transaction that was different from, or in addition to, the interests of the Company’s stockholders generally. Rolf Stangl was not included as a member of the Transaction Committee due to his role as a Senior Advisor to Apollo and member of the board of directors of Reno de Medici S.p.A, a portfolio company of Apollo, as well as his prior employment in 2023 as interim co-CEO of Ingenico, a portfolio company of Apollo.

The Company Board delegated to the Transaction Committee the full power and authority of the Company Board, to the fullest extent permitted by law, to take any and all actions with respect to (1) the July Proposal and any other strategic alternatives for the Company, including a potential sale of the Company, and the possibility of remaining a stand-alone public company; (2) any other action, omission, transaction or agreement that the Transaction Committee determined to review and consider; (3) any other alternatives that the Transaction Committee determined to review and consider; and (4) any other matter related to, arising out of or in connection with the

foregoing (collectively, the “Specified Matters” and any sale, strategic alternative or similar transaction arising out of the Specified Matters, a “Potential Transaction”). The Company Board also delegated to the Transaction Committee the full power and authority of the Company Board, to the fullest extent permitted by law, to take any and all actions with respect to any review, discussion, consideration, deliberation, examination, investigation, analysis, assessment, evaluation, exploration, response, negotiation, termination, rejection, approval and/or authorization on behalf of the Company in connection with the Specified Matters, including, without limitation, to solicit expressions of interest or other proposals for a Potential Transaction in connection with the Specified Matters. The resolutions creating the Transaction Committee also provided that the Company Board was not to approve any Potential Transaction, or recommend any Potential Transaction or any modification, variation, supplement or waiver thereof or any alternative thereto for approval by the Company’s stockholders, without a prior favorable recommendation of such Potential Transaction by the Transaction Committee.

Between August 5, 2024 and December 8, 2024, the Transaction Committee met approximately 37 times.

On August 5, 2024, the Transaction Committee held its first meeting, via video conference with a senior member of the Company’s internal legal team. At the meeting, the Transaction Committee designated Ms. Baker as Chairperson. In addition, the members of the Transaction Committee, having considered various potential legal advisors, engaged Paul Hastings as the Transaction Committee’s legal counsel. The Transaction Committee also discussed the potential engagement of a financial advisor to assist the Transaction Committee. After discussing the relative strengths, reputation and experience of several potential financial advisors, the Transaction Committee decided to interview three firms, including Goldman Sachs and Lazard.

On each of August 8, 2024 and August 12, 2024, the Transaction Committee held meetings during which it interviewed separately via video conference the three potential financial advisors, including Goldman Sachs and Lazard. Each of the three financial advisors presented its credentials to the Transaction Committee and submitted in writing its material investment banking relationships with the Company, Apollo/Novolex and certain of their respective affiliates during the prior approximately three-year period. Following such meetings and having considered all materials presented, on August 12, 2024, the Transaction Committee determined to retain Goldman Sachs and Lazard as co-financial advisors. We refer to Goldman Sachs and Lazard, collectively, as the “Transaction Committee’s financial advisors.” The Transaction Committee, with the assistance of Paul Hastings and Company management, proceeded to negotiate engagement letters with each of Goldman Sachs and Lazard, and the Transaction Committee approved the execution of engagement letters with each of Goldman Sachs and Lazard on September 3, 2024, and the letters were subsequently executed.

On August 15, 2024, the Transaction Committee met via video conference with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. Among other things, the attendees discussed the next steps to be completed prior to responding to the July Proposal. These steps included the Transaction Committee’s financial advisors completing their initial due diligence of the Company’s business and operations with the assistance of Company management. The Transaction Committee and its advisors also discussed at the meeting how they could structure a targeted process to seek third party acquisition proposals to create competitive tension with Apollo/Novolex, in the event the Transaction Committee decided to engage with Apollo/Novolex.

On or about the week of August 19, 2024, at the direction of the Transaction Committee, Company management commenced preparation of an update to the Company’s five-year internal strategic plan (which included preliminary unaudited forecasted financial information for the fiscal years 2024 through 2029) (the “Five Year Plan”). The financial forecasts to be reflected in the Five Year Plan would, in turn, after being approved by the Company Board, be used by the Transaction Committee’s financial advisors to prepare preliminary valuation analyses to be presented to the Transaction Committee to assist in its evaluation of the July Proposal.

On August 19, 2024, the Transaction Committee met via video conference with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. Among other things, the attendees discussed an initial call that representatives of each of Goldman Sachs and Lazard were going to have with Apollo/Novolex, including discussing communication strategies.

On August 20, 2024, representatives of each of Goldman Sachs and Lazard had a conference call with representatives of Apollo/Novolex at which they communicated that the Transaction Committee was evaluating the July Proposal and would respond to the July Proposal in due course.

On August 21, 2024, the Transaction Committee met via video conference with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. Representatives of each of Goldman Sachs and Lazard briefed the Transaction Committee on their initial discussion with Apollo/Novolex.

On August 29, 2024, the Transaction Committee met via video conference with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. The attendees discussed that status of the draft Five Year Plan as well as a potential timeline for the previously discussed targeted process.

On September 3, 2024, the Company Board, including all members of the Transaction Committee, met via video conference with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. Mr. Stangl abstained from participating. At the meeting, members of Company management delivered an initial presentation of a draft Five Year Plan, and the “bottoms-up” approach used by management in its preparation. Members of the Company Board asked Company management for additional informational support for the draft Five Year Plan, which were to be promptly provided. Also at the meeting representatives of each of Goldman Sachs and Lazard reviewed selected potential third-party bidders, which included both strategic buyers and financial sponsors.

On September 7, 2024, the Company Board, including all members of the Transaction Committee, met with representatives of Paul Hastings and Company management. Mr. Stangl abstained from participating. At the meeting, Company management presented an updated draft of the Five Year Plan, implementing certain changes resulting from further work and refinements performed by Company management. The Company Board, including all members of the Transaction Committee, approved the Five Year Plan for use by the Transaction Committee’s financial advisors in their valuation analyses.

On September 9, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Representatives of Paul Hastings provided the Transaction Committee members with a review of their fiduciary duties. Representatives of each of Goldman Sachs and Lazard then reviewed with the Transaction Committee their respective preliminary financial analyses of the Company. Among other things, the Transaction Committee’s financial advisors also discussed strategies for testing the market to identify any other competitive proposal, and creating a competitive process that could provide leverage to maximize value from Apollo/Novolex.

On September 10, 2024, the Transaction Committee met again via video conference to continue its discussion with representatives of each of Goldman Sachs, Lazard, Paul Hastings and members of Company management in attendance. The Transaction Committee determined at the meeting that its response to Apollo/Novolex would be to express that it expected greater value, while granting Apollo/Novolex access to limited financial diligence items to help it identify additional value. The Transaction Committee concluded that the Transaction Committee’s financial advisors should also reach out to a select group of potential third-party bidders discussed with the Transaction Committee at prior meetings, asking for preliminary proposals. This outreach to potential strategic acquirors and financial sponsors was intended not only to measure broader market interest but also to create a competitive environment.

On September 11, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the Transaction Committee’s financial advisors presented a list of three potential strategic acquirors (Party A, “Party B” and “Party C”) and three financial sponsors (Party D, Party F and “Party G”) that the Transaction Committee’s financial advisors recommended contacting. In selecting strategic bidders, the Transaction Committee’s financial advisors considered several factors, including the potential buyer’s size, experience with U.S. public company transactions, substrate compatibility, strategic alignment and financial capacity. Financial sponsors were selected based on criteria such as the size of their latest fund and the relevance and scope of their past investments, such that they had the resources and expertise needed to support a transaction of this nature. The Transaction Committee members directed the financial advisors to contact the six identified parties, in addition to responding to Apollo/Novolex.

On September 13, 2024, representatives of each of Goldman Sachs and Lazard had a call with representatives of Apollo/Novolex. At the direction of the Transaction Committee, the Goldman Sachs and Lazard representatives indicated, among other things, that the Company directors were continuing to review and assess management’s Five

Year Plan, but based on discussions and their assessment to date, Apollo/Novolex would need to find upside to its valuation. Also at the direction of the Transaction Committee, the representatives of each of Goldman Sachs and Lazard noted that the Company was willing to engage to help Apollo/Novolex find that additional value through access to additional non-public information, including support for the synergy potential. Apollo/Novolex representatives noted, among other things, that it would be challenging for Apollo/Novolex to identify additional value without further guidance from the Company, that it considered the July Proposal as putting its “best foot forward,” and that it needed to deliberate internally in response to the message just delivered by the Goldman Sachs and Lazard representatives.

Between September 11, 2024 and September 13, 2024, at the direction of the Transaction Committee, representatives of each of Goldman Sachs and Lazard had discussions with a representative of Party D, who requested that Party D be allowed to work with a financial sponsor that owned a portfolio company in the packaging industry (“Party E”). The Party D representative noted the significant potential synergies in a transaction involving the Company and Party E’s portfolio company. The Transaction Committee consented to Party E’s involvement to incentivize Party D to participate in the process and maximize the potential value that Party D could offer. Party D entered into a confidentiality agreement with the Company on September 17, 2024, and Party E entered into a confidentiality agreement with the Company on September 19, 2024.

On September 13, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the Transaction Committee’s financial advisors provided an update of their initial discussions with each of the six identified parties as well as their follow-up discussion with Apollo/Novolex.

On September 16, 2024, representatives of Apollo/Novolex contacted representatives of each of Goldman Sachs and Lazard. Among other things, the Apollo/Novolex representatives requested a draft confidentiality agreement for its review. They also indicated that Apollo/Novolex would like permission to have one of Apollo’s limited partners, CPPIB, look at the opportunity alongside it as an additional direct investor. The Transaction Committee considered that CPPIB had experience in the packaging sector, and that its involvement could give Apollo/Novolex the ability to strengthen its proposal. Following the recommendation of the Transaction Committee’s financial advisors, the Transaction Committee approved the involvement of CPPIB with Apollo/Novolex.

On September 19, 2024, CPPIB entered into a confidentiality agreement with the Company, and on September 20, 2024, Apollo/Novolex entered into a confidentiality agreement with the Company. For convenience purposes, hereinafter references to “Apollo/Novolex” include CPPIB.

Between September 18, 2024 and September 25, 2024, the Company entered into additional confidentiality agreements with each of Party B, Party F and Party G. Neither Party A nor Party C ultimately executed a confidentiality agreement with the Company.

All confidentiality agreements executed by the Company (including the confidentiality agreement executed with Party H later in the process) included a customary standstill agreement, which would fall away upon execution of a definitive merger agreement with a third party.

At the direction of the Transaction Committee, all parties that executed confidentiality agreements received confidential financial due diligence materials, including a copy of the Five Year Plan (the ‘‘First Round Information Package”), and were given the opportunity to attend a Company management presentation. All parties were requested to deliver a preliminary indication of interest by October 2, 2024.

On each of September 23, 2024 and September 26, 2024, the Transaction Committee met via video conference with representatives of each of Goldman Sachs, Lazard, and Paul Hastings and members of Company management in attendance. Representatives of each of Goldman Sachs and Lazard provided updates on the ongoing outreach efforts to the various parties contacted. After being informed that Party B and Party F might need additional time to submit an initial proposal past the original requested date of October 2, 2024, the Transaction Committee instructed Goldman Sachs and Lazard to communicate to both parties that they would have additional time if needed, in order to ensure each potential counterparty was able have adequate time to review the First Round Information Package and submit a bid.

On September 26, 2024, Company management held a presentation with representatives of Party D and Party E.

On September 30, 2024, Company management held a presentation with representatives of Apollo/Novolex. Also on September 30, 2024, Company management held a presentation with representatives of Party F.

On September 30, 2024, the Transaction Committee also met via video conference with representatives of each of Goldman Sachs, Lazard, and Paul Hastings and members of Company management in attendance. Representatives of each of Goldman Sachs and Lazard provided updates on the ongoing management presentations and diligence process as well as the status of the various potential counterparties. At this meeting, representatives of each of Goldman Sachs and Lazard informed the Transaction Committee that Party A had informed the Transaction Committee’s financial advisors that they were not interested in pursuing a transaction.

On October 2, 2024, Company management held a presentation with representatives of Party B.

On October 2, 2024, Apollo/Novolex submitted a written, non-binding indication of interest for Novolex to acquire the Company in an all-cash transaction at a price of $17.00 to $18.00 per Share, unchanged from the range in the July Proposal. The high end of the proposed value range represented a 62% premium to the volume weighted average share price of a Share for the two-month period ended October 2, 2024. Apollo/Novolex noted in its letter that its purchase price was consistent with its prior proposal despite, among other things, (1) the price per Share declining by 14.5% since delivery of the July Proposal (whereas the S&P had increased by 3.3%); (2) the analyst consensus price per Share having dropped by 15.0% to $13.00 per Share; and (3) Apollo/Novolex finding the Company’s volume performance to be below expectations. Apollo/Novolex also reiterated its prior request for exclusivity and expense reimbursement.

On October 2, 2024, Party D submitted a written, non-binding proposal to acquire the Company in an all-cash transaction at a valuation range of $14.00 to $15.00 per Share. Party D’s proposal noted that Party D would work together with Party E with the goal of concurrently acquiring the Company and Party E’s portfolio company in the packaging industry, with Party E making a minority investment alongside Party D in the combined company.

On October 3, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard, Paul Hastings and members of Company management. The Transaction Committee discussed both proposals received, and potential next steps. Regarding Apollo/Novolex, the Transaction Committee instructed Goldman Sachs and Lazard to convey that, while work was still being completed by others, Apollo/Novolex would have a chance of finalizing a deal at the top of its proposed price range assuming they could move quickly to finalize its due diligence by early November. The Transaction Committee decided to reject the expense reimbursement and exclusivity requests. Regarding Party D, the Transaction Committee instructed Goldman Sachs and Lazard to inform Party D that the Transaction Committee was disappointed with its offer, especially since they were allowed to work with Party E to explore synergistic opportunities, and that unless Party D found a way to increase its proposal by at least several dollars per Share, the process would move on without it.

Starting on or about October 5, 2024 and until the execution of the Merger Agreement, the Company uploaded extensive due diligence materials to a virtual data room that was made available to representatives of Apollo/Novolex, Party D and Party E, with some materials being designated “clean team only.” The Company also responded to numerous due diligence requests from Apollo/Novolex, Party D and Party E, set up in-person management presentations and held numerous teleconferences with representatives of the bidders and its advisors to address due diligence requests. In addition, Apollo/Novolex and their representatives conducted site visits at various Company locations in the United States and internationally.

On October 7, 2024, the Transaction Committee held a meeting via video conference with representatives of each of Goldman Sachs, Lazard, Paul Hastings and members of Company management in attendance. Among other things, the Goldman Sachs and Lazard representatives noted that after being informed its $14.00 to $15.00 bid was lower than other bidders, Party D had expressed confidence that it would be able, in connection with finding additional synergies through its collaboration with Party E, to raise its bid to a competitive level. Representatives of each of Goldman Sachs and Lazard also reported that Apollo/Novolex had been so far highly engaged in due diligence, and that each of Party B, Party F and Party G had either formally indicated that they were no longer interested in pursuing a transaction with the Company or had been unresponsive.

On October 10, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard, Paul Hastings and members of Company management. At the meeting Paul Hastings representatives presented the Transaction Committee members with an overview of the terms of a proposed draft merger agreement to be sent to the remaining bidders. Among other things, the proposed draft

agreement included an antitrust covenant that would give the Company significant contractual protection to require an acquiror to take all steps necessary to obtain antitrust clearance. The draft merger agreement also contemplated that stockholder approval for the transaction would be obtained at a special meeting of stockholders to be held after signing of the merger agreement and mailing of a definitive proxy statement to Company stockholders. The draft merger agreement was subsequently uploaded to the virtual data room for review by bidders.

On October 15, 2024, a representative of a financial sponsor firm that had not been previously contacted (“Party H”) contacted a representative of Lazard and expressed Party H’s interest in participating in the Company’s ongoing transaction process. Later that same day, the Transaction Committee met with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance, to discuss Party H’s expression of interest. Among other things, the Transaction Committee considered that adding a new participant could increase the risk of information leaks. However, the Transaction Committee also considered that allowing Party H’s involvement would, among other things, add beneficial competitive pressure to the process. The Transaction Committee instructed Goldman Sachs and Lazard to contact representatives of Party H about signing a confidentiality agreement to participate in the process.

On October 17, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the attendees discussed the ongoing diligence process of Apollo/Novolex and initial discussions with Party H regarding execution of a confidentiality agreement.

On October 18, 2024, Party H entered into a confidentiality agreement with the Company, and subsequently received the First Round Information Package. In total, the Company entered confidentiality agreements with eight parties, representing six potential bidding groups.

On October 22, 2024 and October 24, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the attendees discussed the ongoing diligence process with the remaining bidders.

On October 25, 2024, Party H submitted an initial non-binding indication of interest to acquire the Company at $17.00 per Share.

On October 28, 2024, the Transaction Committee held a meeting attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the Transaction Committee discussed with its advisors Party H’s indication of interest. After discussion of the merits of Party H’s proposal, the Transaction Committee instructed its financial advisors to grant Party H access to the virtual data room and propose to Party H an in-person management presentation, which was held on November 4, 2024.

On each of October 31, 2024 and November 4, 2024 the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things the attendees discussed the status of each remaining party’s due diligence process and the timing of potential second round bids.

On November 7, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. At the meeting, representatives of each of Goldman Sachs and Lazard reported to the Transaction Committee that Party H had expressed its belief, based on market research, that it was competing with one strategic bidder and one quasi-strategic bidder, and that it would be challenging for it to compete with the synergistic opportunities of a strategic buyer. Party H further advised Goldman Sachs and Lazard representatives that if the strategic bidders dropped out of the process, it would be interested in stepping in opportunistically at that later stage. Representatives of each of Goldman Sachs and Lazard reported to the Transaction Committee that Party H would like to continue with some business and commercial diligence if there were an opportunity for it to step in at a later time. The Transaction Committee agreed to do so, noting that the overall process would benefit from keeping a potential bidder involved to add legitimate competitive dynamics to leverage against other more immediately actionable bidders.

On November 11, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. At the meeting, among other things, representatives of each of Goldman Sachs and Lazard provided an update of the ongoing due diligence process with each bidder.

On November 12, 2024, Paul Hastings received an initial markup of the draft merger agreement from Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), counsel to Apollo/Novolex. Among other things, the revised Paul, Weiss draft merger agreement added generally customary provisions for a financial sponsor-backed deal, including delivery of debt and equity commitment letters at signing, financing cooperation covenants and payment of a reverse termination fee in an amount equal to 5% of the transaction’s implied equity value in certain circumstances, with such payment to be guaranteed by funds affiliated with Apollo and CPPIB. The Paul, Weiss, draft merger agreement also provided for the adoption of the merger agreement by written consent of the Significant Company Stockholder substantially concurrently with the execution of the merger agreement, instead of the vote occurring at a special stockholder meeting after signing. In addition, the Paul, Weiss draft merger agreement also contemplated that the Company would stop paying regular quarterly dividends following execution of the merger agreement. The Paul, Weiss draft merger agreement reserved comments on a number of areas, including antitrust, pending further progress on Apollo/Novolex’s due diligence.

On November 12, 2024, the Company reported its financial results for the third quarter of 2024.

On November 14, 2024, the Transaction Committee held a meeting attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, representatives of Paul Hastings discussed the Paul, Weiss draft merger agreement markup with the Transaction Committee. The Transaction Committee instructed Paul Hastings to revise the draft merger agreement to increase the reverse termination fee from 5% to 7% of the implied equity value of the transaction, and reinstate (1) the Company ability to declare and pay regular quarterly dividends following signing of the merger agreement and (2) Company stockholders’ ability to vote on the adoption of the merger agreement at a special meeting of stockholders, in lieu of adoption of the merger agreement by the Significant Company Stockholder via written consent. Representatives of each of Goldman Sachs and Lazard also reported at the meeting that, at the direction of the Transaction Committee, they had socialized December 3, 2024 as the target date for a second round bid from Novolex/Apollo and had received a positive response to that timeline. Representatives of Paul Hastings and the Transaction Committee also discussed and agreed on the advisability of sharing periodic updates and subsequent drafts of the transaction documents, including the merger agreement, with representatives of Rank, as Rank’s support would be required to complete a transaction.

On each of November 18, 2024 and November 21, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the Transaction Committee received an update on the ongoing due diligence process.

At each of the November 18, 2024 and November 25, 2024 Transaction Committee meetings, members of the Transaction Committee also discussed with representatives of Paul Hastings and Pearl Meyer & Partners, LLC, compensation consultant to the Compensation Committee of the Company Board (“Pearl Meyer”) compensation topics related to a potential transaction, including the potential creation of a retention bonus pool for non-executive employees, and mitigation strategies to avoid “parachute payments” to certain senior executives under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”). Members of senior management absented themselves from portions of the foregoing discussions.

On November 21, 2024, Paul Hastings sent a revised draft of the merger agreement to Paul, Weiss reflecting the direction previously received from the Transaction Committee. At the instruction of the Transaction Committee, the revised Paul Hastings draft merger agreement and subsequent drafts were also shared with representatives of Rank.

On November 25, 2024, the Transaction Committee held a meeting via video conference attended by representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management. Among other things, the attendees discussed the continued progress of Apollo/Novolex’s diligence process and the status of negotiations regarding the merger agreement between Paul Hastings and Paul, Weiss.

Throughout the month of November 2024, the level of due diligence engagement on the part of Party D progressively diminished, and had substantially ceased by the end of the month.

On November 27, 2024, Paul Hastings received a revised draft of the merger agreement back from Paul, Weiss. The revised Paul, Weiss draft merger agreement reserved comment on the continuing ability of the Company to pay regular quarterly dividends following signing of the merger agreement, and again provided for the merger agreement

be adopted by the Significant Company Stockholder via written consent. In addition, the Paul, Weiss draft merger agreement shifted away from the Company’s proposed antitrust covenant construct such that Novolex would not be required to make dispositions of assets that generated certain revenue per year (the “Divestitures Cap”).

On November 29, 2024, representatives of Paul Hastings and Paul, Weiss had a series of calls to discuss the latest draft of the merger agreement.

On November 29, 2024, after consultation with the Transaction Committee, Paul Hastings sent a revised draft of the merger agreement that, among other things, struck the Divestiture Cap and provided for the agreement to be adopted by stockholders at a special meeting. The draft also made clear that the Company expected the right to continue to pay ordinary quarterly dividends after signing of the merger agreement.

On December 2, 2024, the Transaction Committee held a meeting with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. Representatives of each of Goldman Sachs and Lazard provided an update regarding the progress of due diligence with Apollo/Novolex. Representatives of Paul Hastings discussed with the Transaction Committee the material open points in the merger agreement, including the Divestiture Cap, the Company’s ability to continue paying ordinary quarterly dividends and Apollo/Novolex’s request that approval of the merger agreement be completed via written consent by the Significant Company Stockholder.

At the December 2, 2024 meeting, the Transaction Committee also continued its prior discussion with representatives of Paul Hastings and Pearl Meyer regarding the potential creation of a retention bonus pool for non-executive employees, and mitigation strategies to avoid “parachute payments” to certain senior executives under Section 280G (including the payment acceleration of (1) 2024 bonus payments under the Company’s Annual Incentive Plan, based on the Transaction Committee’s estimate of full-year performance, (2) 2022 Company PSUs, based on the Transaction Committee’s estimate of full-year performance, and (3) Company RSUs otherwise scheduled to vest during the first half of 2025). Members of senior management absented themselves from portions of the foregoing discussions.

On December 3, 2024, financial news outlets reported that Apollo/Novolex was exploring a potential acquisition of the Company, with no specific price or terms mentioned.

On December 4, 2024, Apollo/Novolex submitted a final proposal for Novolex to acquire the Company for $18.00 per Share in cash (the “December Proposal”), which represented the high end of Apollo/Novolex’s previously proposed price range and a 49% premium to the two-month unaffected volume weighted average price per Share as of December 2, 2024. The December Proposal indicated, among other things, that (1) Apollo/Novolex had completed its due diligence and was prepared to sign definitive documentation as soon as practical; (2) the proposed purchase price assumed no further dividends (including the ordinary $0.10 per Share quarterly dividend) would be permitted to be paid to Company stockholders between signing and close; and (3) Apollo/Novolex would require the approval of the merger agreement by written consent of the Significant Company Stockholder in order to move forward with the December Proposal.

Later on December 4, 2024, the Transaction Committee held a meeting with representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management in attendance. During the meeting, the attendees discussed the December Proposal and potential next steps. Representatives of Paul Hastings also discussed the material open points in the merger agreement. The Transaction Committee determined that in light of the process conducted to identify other potential counterparties, it would agree to allow the adoption of the merger agreement via written consent of the Significant Company Stockholder, subject to confirmation by the financial advisors with Party D that it was no longer interested in pursuing a transaction with the Company. The Transaction Committee also instructed its advisors to seek (1) that the Company be permitted to pay its regular quarterly dividends between the signing of the merger agreement and closing of the merger; and (2) to increase the size of the Divestiture Cap and seek a reverse termination fee from Apollo/Novolex in the event regulatory approvals were not obtained.

Between December 5, 2025 and execution of the merger agreement on December 9, 2024, representatives of Paul Hastings and Paul, Weiss continued negotiations of the draft merger agreement, financing documentation and other ancillary documents. The more significant issues that were discussed during this period related to the Divestiture Cap and payment of a potential reverse termination fee for failure to obtain the requisite regulatory approvals, as well as certain Company operating covenants between signing and closing.

On December 5, 2024, representatives of each of Goldman Sachs and Lazard had a telephone conference with representatives of Apollo/Novolex and delivered the Transaction Committee’s request that the Company be permitted to continue making ordinary dividend payments between signing and closing. Apollo/Novolex did not agree to the payment of dividends after signing (except for the already-declared fourth quarter dividend that was due to be paid on December 13, 2024), and insisted that its $18.00 per Share proposal was conditioned thereon.

Also on December 5, 2024, representatives of each of Goldman Sachs and Lazard spoke with representatives of Party D, who indicated that Party D, having seen the December 3, 2024 news stories about a potential Apollo/Novolex acquisition of the Company, was monitoring the situation but not planning on moving forward with a transaction with the Company.

Later on December 5, 2024, the Transaction Committee held a meeting, during which representatives of each of Goldman Sachs, Lazard and Paul Hastings and members of Company management participated. Representatives of each of Goldman Sachs and Lazard reported on their discussions with Apollo/Novolex and Party D held earlier that day. Representatives of Paul Hastings also reported on their latest discussions with Paul, Weiss regarding the draft merger agreement. The Transaction Committee instructed its advisors to continue working on resolution of the open points in the draft merger agreement.

On December 6, 2024, the Transaction Committee held a meeting, during which representatives of each of Goldman Sachs, Lazard, Paul Hastings and Potter Anderson & Corroon LLP (“Potter Anderson”), Delaware counsel to the Transaction Committee, and members of Company management participated. Representatives of Paul Hastings summarized the terms of the draft merger agreement, including the material open points in the document. Representatives of each of Goldman Sachs and Lazard separately reviewed at the meeting their respective financial analyses of the Company and the December Proposal. At the conclusion of the meeting, the Transaction Committee authorized representatives of Company management to discuss with Apollo/Novolex the size of a retention bonus pool for Company employees and mitigation strategies to avoid “parachute payments” to certain senior executives under Section 280G.

On the afternoon of December 8, 2024, the Transaction Committee held a meeting, during which representatives of each of Goldman Sachs, Lazard, Paul Hastings and Potter Anderson and members of Company management participated. The advisors reported to the Transaction Committee the remaining open points on the draft merger agreement, including the Divestiture Cap.

Following the Transaction Committee meeting, certain members of the Transaction Committee met via video conference with representatives of Apollo/Novolex. Representatives of each of Company management, Goldman Sachs, Lazard, Paul Hastings and Paul, Weiss also participated. During the meeting, the attendees discussed and resolved all remaining material open points in the draft merger agreement, including agreement on a Divestiture Cap of $275 million, which was deemed adequate by the Transaction Committee. The parties also discussed that no reverse termination fee would be paid by Apollo/Novolex for failure to obtain the requisite antitrust approvals, to which Apollo/Novolex was unwilling to agree.

Later in the evening of December 8, 2024, the Transaction Committee held an additional meeting, during which representatives of each of Goldman Sachs, Lazard, Paul Hastings and Potter Anderson and members of Company management participated. Prior to this meeting, the Transaction Committee’s financial advisors provided the Transaction Committee with updated materials regarding their respective material investment banking relationships with the Company, Apollo, CPPIB and certain of their respective affiliates during the prior approximately three-year period (which were reviewed and considered by the Transaction Committee). At this meeting, Representatives of Paul Hastings and Potter Anderson reviewed with Transaction Committee members their fiduciary duties under Delaware law in the context of their consideration of the potential transaction, and representatives of Paul Hastings reviewed with the Transaction Committee the principal terms of the Merger Agreement and other Transaction documentation.

Also at this meeting, Goldman Sachs reviewed with the Transaction Committee its financial analysis of the Merger Consideration and delivered to the Transaction Committee an oral opinion, which was confirmed by delivery of a written opinion dated December 9, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be paid to holders of Shares (other than Novolex and its affiliates) in the Merger was fair, from a financial point of view, to such holders. Also at this meeting, Lazard reviewed with the Transaction Committee its financial analysis of the Merger Consideration and delivered to the Transaction Committee an oral opinion, which was confirmed by delivery of a written opinion dated

December 8, 2024 to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be paid to holders of Shares (other than Excluded Holders) in the Merger was fair, from a financial point of view, to such holders.

Following discussion, and after taking into consideration the information provided by and discussed with its advisors, including the factors described in greater detail in the section of this Information Statement titled “—Reasons for the Merger,” the Transaction Committee unanimously (1) determined that the Merger Agreement, the Merger and the other Transactions were advisable, fair to and in the best interests of the Company and its stockholders; and (2) recommended that the Company Board (x) approve and declare advisable the Merger Agreement, the Merger and the other Transactions; (y) determine that the Merger Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and its stockholders; and (z) submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Immediately following the meeting of the Transaction Committee, the Compensation Committee of the Company Board (with Mr. Stangl abstaining from participating) approved certain compensation matters previously reviewed and recommended by the Transaction Committee.

Immediately following the adjournment of the meeting of the Compensation Committee of the Company Board, on the evening of December 8, 2024, the Company Board met (with Mr. Stangl abstaining from participating). Also participating were members of Company management, as well as representatives of each of Goldman Sachs, Lazard, Paul Hastings and Potter Anderson, each in their capacity as advisors to the Transaction Committee. After taking into consideration the Transaction Committee’s recommendation (including the process conducted by the Transaction Committee and the reasons for its recommendation), the Company Board (1) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and its stockholders; (2) approved the execution and delivery of the Merger Agreement and performance by the Company of its covenants and obligations contained therein and the consummation by the Company of the Transactions; (3) approved and declared advisable the Merger Agreement and the Transactions; (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting; and (5) subject to the terms of the Merger Agreement, recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Following the meeting of the Company Board, representatives of Paul Hastings and Paul, Weiss finalized the Merger Agreement and other Transaction documents.

The Merger Agreement and the other Transaction documents were executed on the morning of December 9, 2024. Thereafter, the Significant Company Stockholder delivered the Written Consent.

Before the opening of financial markets in New York on December 9, 2024, the parties issued a press release announcing the Merger Agreement.

Following the unanimous recommendation of the Transaction Committee, the Company Board: (1) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and its stockholders; (2) approved the execution and delivery of the Merger Agreement and performance by the Company of its covenants and obligations contained therein and the consummation by the Company of the Transactions; (3) approved and declared advisable the Merger Agreement and the Transactions; (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting; and (5) subject to the terms of the Merger Agreement, recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

In deciding to recommend the Merger to the Company Board, the Transaction Committee considered a variety of factors, including, but not limited to, the following factors (not necessarily in order of relative importance), which the Transaction Committee viewed as being generally positive or favorable in coming to its determination and recommendation:

The Transaction Committee also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including, but not limited to (not necessarily in order of relative importance):

During its consideration of the transaction with Novolex and Merger Sub, the Transaction Committee was also aware of and considered that the Company’s directors and executive officers may have certain interests in the Merger that differ from, or are in addition to, the interests of the Company’s stockholders generally, as described under “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 44.

After taking into account all of the factors set forth above, as well as others, the Transaction Committee determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Transaction Committee is not intended to be exhaustive, but summarizes the material information and factors considered by the Transaction Committee in its consideration of the Merger. The Transaction Committee reached the decision to recommend and approve the Merger Agreement, the Merger and the other Transactions, in light of the factors described above and other factors the Transaction Committee felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Transaction Committee did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Transaction Committee may have given different weights to different factors. The Transaction Committee conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, senior management of the Company, Goldman Sachs and Lazard as financial advisors and Paul Hastings as legal advisor, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Transaction Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 13.

The adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent, in accordance with Section 228 and Section 251 of the DGCL, the Company Certificate of Incorporation and the Company Bylaws, of the holders of a majority of the outstanding Shares entitled to vote to adopt the Merger Agreement. The holders of the Shares are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On December 9, 2024, following the execution and delivery of the Merger Agreement, the Significant Company Stockholder, holding Shares representing approximately 76.9% of the voting power of outstanding Shares as of the record date on December 8, 2024 (i.e., based on 179,365,835 Shares outstanding), delivered the Written Consent, which is attached to this Information Statement as Annex B, constituting the Company Stockholder Approval. As a result, no further action by our stockholders is required under applicable law, the Company Certificate of Incorporation, the Company Bylaws or the Merger Agreement to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote for the adoption of the Merger Agreement or approval of the Merger or (2) calling a special meeting of our stockholders for purposes of voting on or consenting to the adoption of the Merger Agreement or approval of the Merger. For the avoidance of doubt, all requisite corporate action by and on behalf of Novolex and Merger Sub required under applicable law and their respective governing documents to complete the Merger has been taken.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228 of the DGCL requires notice of such actions be given to those stockholders who did not consent in writing and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting. This Information Statement and the notice attached hereto constitute notice, pursuant to Section 228 of the DGCL, to the persons who have not consented in writing to the actions set forth in the Written Consent and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been December 8, 2024, the record date for determining the stockholders entitled to vote or consent to adopt the Merger Agreement.

At a special meeting of the Transaction Committee, Goldman Sachs rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated December 9, 2024, that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration to be paid to the holders of Shares (other than Novolex and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated December 9, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in

connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Transaction Committee in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Shares should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for Shares; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the paper and packaging industry; and performed such other studies and analyses, and considered such other factors, including Section 5.1(b)(iv) of the Merger Agreement, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Transaction Committee’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Transaction Committee’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Transaction Committee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion did not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addressed only the fairness from a financial point of view to the holders of Shares (other than Novolex and its affiliates), as of the date of the opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with

the Merger, whether relative to the Merger Consideration to be paid to the holders (other than Novolex and its affiliates) of Shares pursuant to the Merger Agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which Shares will trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Novolex or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Novolex or the ability of the Company or Novolex to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Transaction Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before (1) December 2, 2024 for the Company, the last trading day before the public was informed of the potential announcement of the Merger, and (2) December 6, 2024 for other companies (other than the Company), and is not necessarily indicative of current market conditions.

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per Share. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.0% to 9.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2024 (1) estimates of unlevered free cash flow for the Company for the fourth quarter of fiscal year 2024 through fiscal year 2029 as reflected in the Forecasts and (2) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 0.0% to 1.25%, to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Forecasts (which analysis implied terminal year EBITDA exit multiples ranging from 6.1x to 8.6x) The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the capital asset pricing model (“CAPM”), which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s total debt and non-controlling interests and added the amount of the Company’s cash and cash equivalents, in each case, as provided by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company, as provided by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee, using the treasury stock method, to derive a range of illustrative present values per Share ranging from $15 to $27, rounded to the nearest dollar.

Using the Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Share. For this analysis, Goldman Sachs first calculated the implied enterprise value (“EV”) for the Company as of December 31 for each of the calendar years 2025 through 2027, by applying a range of illustrative EV to next twelve month (“NTM”) EBITDA (“EV/NTM EBITDA”) multiples of 6.5x to 7.5x to

estimates of the Company’s NTM EBITDA for each of the calendar years 2025 through 2027. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s net debt for each of the calendar years 2025 to 2027, each as provided by Company management and approved for Goldman Sachs’ use by the Transaction Committee, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for each of the calendar years 2025 to 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding Shares for each of the calendar years 2025 to 2027, calculated using information provided by Company management and approved for Goldman Sachs’ use by the Transaction Committee, to derive a range of implied future values per Share. Goldman Sachs then added the cumulative dividends per Share expected to be paid to holders of Shares through the end of each of the calendar years 2025 to 2027, using the Forecasts. Goldman Sachs then discounted these implied future equity values per Share to September 30, 2024 using an illustrative discount rate of 10.1%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $16 to $23 per Share, rounded to the nearest dollar.

Goldman Sachs analyzed certain publicly available information relating to the following selected transactions in the foodservice packaging industry since 2014. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s last twelve month (“LTM”) adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 7.0x to 10.0x to the Company’s LTM adjusted EBITDA as of September 30, 2024, as provided by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the net debt of the Company as of September 30, 2024, as provided by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee, and divided the result by the number of fully diluted outstanding Shares, as provided by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee, to derive a reference range of implied values per Share of $13 to $25, rounded to the nearest dollar.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia paid in all-cash acquisition transactions announced since 2014 involving U.S. publicly traded target companies with a transaction value between $5 billion and $10 billion. This analysis excluded transactions with premia greater than 300% relative to the target’s last undisturbed closing price prior to announcement, using information obtained from FactSet Research Systems Inc. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the observed transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 21% across the period. This analysis also indicated a 25th percentile premium of 10% and 75th percentile premium of 32% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 10% to 32% to the undisturbed closing price per Share of $13.60 as of December 2, 2024 and calculated a range of implied equity values per Share of $15 to $18.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Transaction Committee as to the fairness from a financial point of view of the Merger Consideration to be paid to the holders of Shares (other than Novolex and its affiliates) pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Novolex, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arm’s-length negotiations between the Company, Apollo and Novolex and was approved by the Company Board, acting upon the unanimous recommendation of the Transaction Committee. Goldman Sachs provided advice to the Transaction Committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Transaction Committee or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Transaction Committee was one of many factors taken into consideration by the Transaction Committee in making its determination to recommend the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Novolex, any of their respective affiliates and third parties, including Rank, Apollo, an indirect holder of a significant interest in Novolex, and CPPIB, which is to become an indirect holder of a significant interest in Novolex pursuant to the Merger Agreement, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the Transaction Committee in connection with, and participated in certain of the negotiations leading to, the Merger. During the two-year period ended December 9, 2024, Goldman Sachs Investment Banking has not been engaged by

the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Apollo and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial co-advisor to Lifepoint Health Inc., a portfolio company of funds affiliated with Apollo, in connection with its acquisition of a majority interest in Springstone, Inc. in February 2023; as bookrunner in connection with the issuance by Albertsons Companies Inc., a portfolio company of funds affiliated with Apollo, of its senior notes due February 2028 in February 2023; as financial advisor to Apollo in connection with its acquisition of Atlas Air Worldwide Holdings Inc. in March 2023; as bookrunner in connection with the issuance by Oldenburgische Landesbank AG, a portfolio company of funds affiliated with Apollo, of its subordinated callable fixed rate reset notes due April 2034 in March 2024; as bookrunner in connection with the issuance by Athene Holding Ltd., a portfolio company of funds affiliated with Apollo, of its subordinated notes due 2064 in May 2024; and as bookrunner in connection with the issuance by OneMain Finance Corporation, a portfolio company of funds affiliated with Apollo, of its senior notes due November 2031 in August 2024. During the two-year period ended December 9, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Apollo and/or its affiliates and portfolio companies of approximately $99.9 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to CPPIB and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the issuance by Civitas Resources, Inc., a portfolio company of CPPIB (“Civitas Resources”), of high-yield bonds in June 2023; as financial advisor to Civitas Resources in connection with its acquisition of Midland and Delaware Basin assets from portfolio companies of NGP Energy Capital Management in September 2023; as financial advisor to Wilton Re Holdings Ltd, a portfolio company of CPPIB, in connection with its sale of its Canadian business in October 2023; as bookrunner with respect to the issuance by CPPIB of investment-grade bonds in December 2023; as lead arranger with respect to the bank loan of Calpine Corporation, a portfolio company of CPPIB, in August 2024; as bookrunner with respect to the issuance by Antares Holdings LP, a portfolio company of CPPIB, of investment-grade bonds in October 2024; and as bookrunner with respect to the bank loan of Qlik Technologies Inc., a portfolio company of CPPIB, in November 2024. During the two-year period ended December 9, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to CPPIB and/or its affiliates and portfolio companies of approximately $49.6 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Novolex, Rank, Apollo and CPPIB and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Apollo, CPPIB and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Apollo and CPPIB from time to time and may do so in the future.

The Transaction Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated September 4, 2024, the Transaction Committee engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter among the Transaction Committee, the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $25 million, $5 million of which became payable upon the announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

The Transaction Committee retained Lazard as its financial advisor in connection with the Merger. In connection with Lazard’s engagement, the Transaction Committee requested that Lazard evaluate the fairness, from a financial point of view, to holders of Shares (other than Excluded Holders) of the Merger Consideration to be paid to such holders in the Merger. On December 8, 2024, at a meeting of the Transaction Committee, Lazard rendered to the Transaction Committee its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated December 8, 2024, to the effect that, as of such date, and based upon and subject to the various assumptions

made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to holders of Shares (other than Excluded Holders) in the Merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated December 8, 2024, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex D to this Information Statement and is incorporated herein by reference in its entirety. The summary of the written opinion of Lazard, dated December 8, 2024, set forth in this Information Statement is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex D. You are encouraged to read Lazard’s opinion and the summary contained in this Information Statement carefully and in their entirety. Lazard’s engagement and its opinion were for the benefit of the Transaction Committee (in its capacity as such) and Lazard’s opinion was rendered to the Transaction Committee in connection with its evaluation of the Merger and addressed only the fairness, as of the date of the opinion, from a financial point of view, to holders of Shares (other than Excluded Holders) of the Merger Consideration to be paid to such holders in the Merger. Lazard’s opinion is not intended to and does not constitute a recommendation as to whether any stockholder should provide written consent to the Merger.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and Lazard was not furnished with any such valuation or appraisal. Company management advised Lazard that the Forecasts reflected the best currently available estimates and judgments as to the future financial performance of the Company; accordingly, the Transaction Committee directed Lazard to use solely the Forecasts for purposes of Lazard’s analyses in connection with its opinion. With respect to the Forecasts, as utilized in Lazard’s analyses, Lazard assumed, with the consent of the Transaction Committee, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard further noted that volatility in the credit, commodities and financial markets may have an effect on the Company or the Merger and Lazard did not express an opinion as to the effects of such volatility on the Company or the Merger. Lazard did not express any opinion as to the price at which Shares may trade at any time subsequent to the announcement of the Merger. In addition, Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which the Company might engage or the merits of the underlying decision by the Company to engage in the Merger.

In rendering its opinion, Lazard assumed, with the consent of the Transaction Committee, that the Merger would be consummated on the terms described in the Merger Agreement, without any waiver or modification of any material terms or conditions. The Transaction Committee advised Lazard, and Lazard assumed, that the Merger Agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the Transaction Committee, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the Merger would not have an adverse effect on the Company or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Company obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Merger Consideration to the extent expressly specified in its opinion) of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by, the Merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger, or class of such persons, relative to the Merger Consideration or otherwise.

The following is a brief summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion.

In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Lazard’s financial analyses and reviewed as a comparison is identical to the Company, or the Merger and related transactions contemplated by the Merger Agreement, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical.

Rather, the financial analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the Merger, public trading or other values of the companies, businesses or transactions used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s financial analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s financial analyses and reviews. Considering the data in the tables below without considering the full narrative description of the financial analyses and reviews, including the methodologies and assumptions underlying the financial analyses and reviews, could create a misleading or incomplete view of Lazard’s financial analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before, for the Company, December 2, 2024, the date prior to public reporting regarding a potential transaction involving the Company, and for other publicly traded companies, December 6, 2024 (with the exceptions of Amcor plc and Berry Global Group, Inc., for which market data is based

on November 18, 2024, the date prior to the public announcement of a transaction between those two companies), and is not necessarily indicative of current market conditions.

Using the Forecasts, Lazard performed a discounted cash flow analysis of the Company.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

For purposes of this analysis, Lazard calculated a range of enterprise values for the Company by discounting to present value, utilizing discount rates ranging from 8.25% to 9.75%, chosen by Lazard based upon its analysis of the weighted average cost of capital of the Company (determined using the CAPM and based on considerations that Lazard deemed relevant in its professional judgment and experience, taking into account certain financial metrics, including capital structure, betas for a comparable group of companies and market risk) and using the mid-year convention, (i) the estimated after-tax unlevered free cash flows to be generated by the Company from and including the fourth quarter of 2024 through the end of calendar year 2029; and (ii) a range of terminal values for the Company.

The terminal values were derived by applying terminal year exit multiples ranging from 6.5x to 7.5x to the estimated EBITDA to be generated by the Company. The terminal year exit multiples were estimated by Lazard based on its professional judgment and experience taking into account historical trading multiples of the Company and of certain publicly traded companies.

Lazard then subtracted the Company’s net debt and noncontrolling interests, in each case as of September 30, 2024, based on information provided by the Company and unadjusted for pro forma adjustments for expected net proceeds from divestitures, which are accounted for as 2024 cash flow in the fourth quarter of 2024, per Company management, from the range of enterprise values, to derive a range of total equity values for the Company. Lazard then calculated a range of implied equity values per Share by dividing such total equity values of the Company by the number of fully diluted Shares, as calculated based on information provided by the Company with respect to dilutive securities outstanding as of December 5, 2024. The results of this analysis implied an equity value per Share range of $16.50 to $22.30, rounded to the nearest $0.05.

Selected Publicly Traded Companies Analysis

Using public filings and data sources, Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected publicly traded packaging companies (referred to in this section as the “selected companies”), the operations of which Lazard believed, based on its professional judgment and experience, to be generally relevant for purposes of this analysis. Lazard compared such information for the selected companies to the corresponding information for the Company.

The selected companies for this analysis were as follows:

None of the selected companies is directly comparable to the Company and certain of these companies may have characteristics that are materially different from those of the Company. Based on its professional judgment and

experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values of each company are also relevant.

For each of the selected companies, Lazard reviewed and compared, among other things, the enterprise value of the selected company (defined as equity market capitalization plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents) as of December 6, 2024 (with the exceptions of Amcor plc and Berry Global Group, Inc., for which market data is based on November 18, 2024, the date prior to the public announcement of a transaction between those two companies), and on a historical basis, as a multiple of such selected company’s estimated Adjusted EBITDA (as defined in the section titled “The Merger—Certain Company Financial Forecasts”), based on FactSet Research Systems Inc. and the companies’ most recent available public filings. The results of this analysis are summarized in the following table:

Based on its experience and professional judgment, after taking into account, among other things, such observed multiples, Lazard selected and applied a range of multiples of enterprise value / Adjusted EBITDA of 6.5x – 7.5x (the “EBITDA Multiples Range”) to the Company’s estimated Adjusted EBITDA for 2025, based on the Forecasts. Based on this range of implied enterprise values and the Company’s pro forma net debt and noncontrolling interests, in each case as of September 30, 2024, based on information provided by the Company and the number of fully diluted outstanding Shares, based on information provided by the Company with respect to dilutive securities outstanding as of December 5, 2024, this analysis indicated an equity value reference range per share of $12.95 to $17.60, rounded to the nearest $0.05.

Using public filings and other publicly available information, Lazard reviewed and analyzed selected precedent transactions that Lazard viewed as generally relevant in evaluating the Merger. In performing these analyses, Lazard analyzed certain financial information and transaction multiples relating to companies in the selected transactions and compared such information to the corresponding information for the Merger.

Specifically, Lazard selected 10 transactions in the packaging industry announced since January 2017, that Lazard believed, based on its experience and its professional judgment, to be most relevant for the purpose of this analysis. These transactions are listed below.

None of the target companies in the selected transactions is directly comparable to the Company and none of the selected transactions is directly comparable to the Merger, and certain of these selected transactions and target companies may have characteristics that are materially different from those of the Merger and the Company. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the terms of the Merger and the business, financial and operating characteristics and prospects of the Company and the selected transactions and target companies that could affect the transaction multiples and transaction values of each selected transaction and target company are also relevant.

For each of the selected transactions, Lazard calculated the transaction value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents), based on information in public filings, press releases and investor relations documents, as a multiple of the last twelve-month Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction, which Lazard refers to as “LTM Adjusted EBITDA.” The financial data for the selected transactions and target companies were based on public filings and other publicly available information. The results of this analysis are summarized in the following table:

Based on its professional judgment after taking into account, among other things, such observed multiples for each of the selected transactions, Lazard selected an enterprise value / LTM Adjusted EBITDA multiple reference range of 8.0x – 9.5x and applied this multiple reference range to the Company’s LTM Adjusted EBITDA as of September 30, 2024 and subtracted from it the Company’s net debt and noncontrolling interests, in each case as of September 30, 2024, based on information provided by the Company, and divided by the number of fully diluted outstanding Shares (determined using the treasury stock method), based on information provided by the Company with respect to dilutive securities outstanding as of December 5, 2024. The results of this analysis implied an equity value per Share range of $16.85 to $23.30, rounded to the nearest $0.05.

The analyses and data described below were presented to the Transaction Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

In addition to performing the analysis described in the section entitled “Selected Publicly Traded Companies Analysis,” Lazard applied the EBITDA Multiples Range to the Company’s estimated Adjusted EBITDA for 2025, based on research analyst consensus estimates. Based on this range of implied enterprise values and the Company’s net debt and noncontrolling interests, in each case as of September 30, 2024, based on information provided by the Company, and the number of fully diluted outstanding Shares, based on information provided by the Company with respect to dilutive securities outstanding as of December 5, 2024, this analysis indicated an equity value reference range per Share of $12.50 to $17.10, rounded to the nearest $0.05.

Lazard reviewed publicly available research analyst price targets based on selected Wall Street research reports prepared by research analysts covering the Company. Lazard observed target prices that ranged from $12.00 to $17.00 per Share, rounded to the nearest $0.05.

Lazard reviewed the range of trading prices for Shares for the 52-week period ended December 2, 2024. Lazard observed that, during this period, the closing prices of Shares ranged from $9.29 to $15.53 per Share.

For reference only and not as a component of its fairness analysis, Lazard performed an illustrative leveraged buyout analysis based on the Forecasts to determine the range of price per share which a financial buyer would be willing to pay to acquire the Company on a stand-alone basis with an illustrative capital structure that Lazard deemed to be achievable in the current market. For purposes of this analysis, Lazard assumed a required internal rate of return in the range of 15.0% to 20.0%, approximately 4.5x gross leverage at 35% minimum sponsor equity contribution and an exit multiple range of 6.5x to 7.5x EV/next twelve months Adjusted EBITDA after a 5.25 year holding period. This analysis indicated an implied equity value per Share of $11.00 to $17.65, rounded to the nearest $0.05.

In connection with Lazard’s services as financial advisor to the Transaction Committee in connection with the Merger, the Transaction Committee agreed to pay Lazard a fee for such services that is estimated, based on the information available as of the date of announcement, at approximately $25 million, $5 million of which became payable upon the rendering of Lazard’s opinion and a substantial portion of which is contingent upon the completion of the Transaction. In addition, the Company has agreed to reimburse certain of Lazard’s expenses arising, and to indemnify Lazard against certain liabilities that may arise, out of Lazard’s engagement. Prior to the date of Lazard’s opinion, Lazard has recognized, or may in the future recognize compensation for certain investment banking services provided or being provided by Lazard to Apollo, a significant shareholder of Novolex, and/or certain of its affiliates, including, currently or during the two years prior to the date of Lazard’s opinion, having advised or advising: Apollo with respect to a potential investment into a portfolio company of Apollo; Apollo with respect to a potential acquisition; Apollo with respect to a potential investment; Apollo with respect to the 2024 announced acquisition of TI Fluid Systems; a portfolio company of Apollo with respect to a 2024 sale of a minority interest; Lecta (a portfolio company of Apollo) with respect to refinancing; Apollo and certain other creditors with respect to restructuring matters involving two companies; Apollo and a portfolio company of Apollo with respect to certain potential transactions that were not consummated; and Apollo with respect to certain advisory matters, for which Lazard has received compensation of approximately $5.5 million. In addition, prior to the date of Lazard’s opinion, Lazard has recognized, or may in the future recognize compensation for certain investment banking services provided or being provided by Lazard to CPPIB, which is to indirectly hold a significant interest in Novolex, and/or certain of its affiliates, including currently or during the two years prior to the date of Lazard’s opinion, having advised or advising: a portfolio company of CPPIB with respect to a potential acquisition; Nord Anglia (a portfolio company of CPPIB) with respect to private capital matters; Auren Energia (a portfolio company of CPPIB) with respect to its 2024 combination with AES Brazil; a portfolio company of CPPIB with respect to shareholder analysis; and CPPIB with respect to the 2022 sale of a stake in a portfolio company, for which Lazard has received compensation of approximately $3.3 million.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of the Company, Apollo, CPPIB and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company, Apollo, CPPIB and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard.

The Company, Apollo and Novolex determined the Merger Consideration in the Merger through arm’s-length negotiations, and the Company Board approved such Merger Consideration, acting upon the unanimous recommendation of the Transaction Committee. Lazard conducted the analyses and reviews summarized above for the purpose of providing an opinion to the Transaction Committee as to the fairness, from a financial point of view, to holders of Shares (other than Excluded Holders) of the Merger Consideration to be paid to such holders in the Merger. Lazard did not recommend any specific consideration to the Transaction Committee or any other person or indicate that any given consideration constituted the only appropriate consideration for the Merger.

Lazard’s opinion was one of many factors considered by the Transaction Committee, as discussed further in the section titled “The Merger— Recommendation of the Company Board; Reasons for the Merger.” Consequently, the summary of the analyses and reviews provided above should not be viewed as determinative of the opinion of the Transaction Committee with respect to the Merger Consideration or of whether the Transaction Committee would have been willing to recommend a different transaction or determine that a different consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as financial advisor to the Transaction Committee after considering Lazard’s qualifications, independence, expertise, international reputation, knowledge of the packaging industry and experience acting as financial advisor in connection with similar partnership and strategic transactions.

The Company does not generally as a matter of course publish or make public its business plans and strategies or make external disclosures about its anticipated financial position or results of operations, other than providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Projections as to future performance, revenues, earnings or other results, particularly for extended time periods further in the future, are inherently uncertain and unpredictable, including due to the subjectivity of the underlying assumptions and estimates and the likelihood that such underlying assumptions and estimates will not be realized. As a result, the Company does not endorse projections or other unaudited prospective financial information as a reliable indication of future results.

However, in connection with the Transaction Committee’s evaluation of a potential transaction, the Company’s management, at the request of the Company Board, provided Goldman Sachs and Lazard with the Five Year Plan, as updated in November 2024 to reflect actual 2024 fiscal year results through October 2024 (the “Forecasts”). The Forecasts were prepared by management and made available to the Transaction Committee in connection with its consideration and evaluation of the Merger, approved by the Transaction Committee and, after such approval, provided to Goldman Sachs and Lazard in connection with their respective financial analyses and opinions. The Forecasts do not reflect any effects or expenses attributable solely with respect to the Merger, future mergers and acquisitions or failure to consummate the Merger.

The Company is including a summary of the Forecasts in this Information Statement in order to provide the Company’s stockholders with access to the latest projections that were made available to the Transaction Committee in connection with its evaluation of the Merger and provided to Goldman Sachs and Lazard, and which were approved by the Transaction Committee for Goldman Sachs and Lazard to use, in connection with their respective financial analyses and opinions.

The following tables present a summary of the Forecasts:

The inclusion of the Forecasts in this Information Statement should not be regarded as an indication that the Company, or any of its affiliates, advisors or representatives, have considered the Forecasts to be predictive of actual future events, and the Forecasts should not be relied upon as such. The Company’s internal financial forecasts upon which the Forecasts were based are subjective in many respects. The Forecasts did not take into account any changes or expenses attributable solely to the Transactions nor do they reflect any effects of the Merger or effect of the failure of the Merger to be consummated. Additionally, the Forecasts were created in a similar manner and method compared with forecasts historically created for internal use by the Company.

Although presented with numerical specificity, the Forecasts were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company and the Company’s management. Important factors that may affect actual results and cause these internal financial Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other risk factors referenced in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 13 and additional factors discussed in the Company’s periodic filings with the SEC, including in its most recent Annual Report on Form 10-K (which is incorporated by reference herein) and most recent Quarterly Report on Form 10-Q (which is incorporated by reference herein). Various assumptions underlying the Forecasts may not prove to have been, or may no longer be, accurate. The Forecasts may not be realized, and actual results may be significantly higher or lower than projected in the Forecasts.

The Forecasts reflect assumptions as to certain business strategies or plans that are subject to change and are susceptible to multiple interpretations. The Forecasts do not take into account any circumstances or events occurring after the date they were prepared.

The Forecasts cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Forecasts in this Information Statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Transactions are completed) from the Forecasts. For all of these reasons, the Forecasts, and the assumptions upon which they are based, (1) are not guarantees of future results; (2) are inherently speculative; and (3) are subject to a number of risks and uncertainties. Accordingly, there can be no assurance that the Forecasts will be realized and actual results will differ, and may differ materially, from those contained in the Forecasts.

The Forecasts were prepared solely for internal use and to assist the Transaction Committee with its consideration and evaluation of the Merger, and Goldman Sachs and Lazard with their respective financial analyses and opinions, and although they were prepared on an accounting basis consistent with the Company’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC, U.S. generally accepted accounting practices (“GAAP”) or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasts included in this Information Statement have been prepared by, and are the responsibility

of, the Company’s management. Neither the Company’s independent auditor nor any other independent accountant has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the Forecasts, and accordingly, does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in the Company’s most recent Annual Report on Form 10-K (which is incorporated by reference herein) relates to the Company’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

Adjusted EBITDA and Unlevered Free Cash Flow contained in the Forecasts are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Forecasts were relied upon by Goldman Sachs and Lazard for purposes of their respective opinions. The non-GAAP financial measures used in the Forecasts were also relied upon by the Transaction Committee in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Information Statement. In addition, reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures were not relied upon by Goldman Sachs and Lazard for purposes of their respective opinions, nor were they relied upon by the Transaction Committee in connection with its evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Forecasts to the relevant GAAP financial measures. Non-GAAP measures have limitations as analytical tools, and you should not consider these measures in isolation or as substitutes for analysis of our financial results as reported under GAAP. For example, in evaluating Adjusted EBITDA and other metrics derived from it, you should be aware that in the future the Company will incur expenses such as those that are the subject of adjustments in deriving Adjusted EBITDA and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these expenses or any unusual or non-recurring items.

For these reasons, as well as the basis and assumptions on which the Forecasts were compiled, the inclusion of specific portions of the Forecasts in this Information Statement should not be regarded as an indication that such Forecasts will be an accurate prediction of future events, and they should not be relied on as such. None of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Goldman Sachs and Lazard) can give you any assurance that actual results will not differ from these Forecasts.

Except to the extent required by applicable federal securities laws, none of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Goldman Sachs and Lazard) undertake any obligation to update or otherwise revise or reconcile the Forecasts or the specific portions presented to reflect circumstances existing after the date the Forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this Information Statement are cautioned not to place undue, if any, reliance on the specific portions of the Forecasts set forth above. None of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Goldman Sachs and Lazard) intend to make publicly available any update or other revision to these Forecasts. In addition, none of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Goldman Sachs and Lazard) have made, make or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Forecasts or that projected results will be achieved, and any statements to the contrary should be disregarded. The Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other financial information contained in the Company’s public filings with the SEC. The Company has made no representation to Novolex or Merger Sub, in the Merger Agreement or otherwise, concerning the Forecasts.

The Merger is not subject to a financing condition. Novolex intends to finance the Merger with a combination of a new equity financing, cash on hand and debt financing, the aggregate proceeds of which will be sufficient for Novolex to pay the aggregate Merger Consideration and all related fees and expenses of the Company, Novolex and Merger Sub that are required to be paid. In connection with the Merger Agreement, Clydesdale entered into the Debt Commitment Letter with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties severally committed to provide Clydesdale the Debt Financing, on the terms set forth in the related Debt Commitment Letter and fee letter.

The funding of the proceeds under the Debt Commitment Letter is contingent on the satisfaction of customary conditions, including (1) the execution and delivery of definitive documentation with respect to the proposed

financing in accordance with the terms set forth in the Debt Commitment Letter, (2) the consummation of the Merger in accordance with the Merger Agreement, (3) the non-occurrence since the date of the Merger Agreement of a Material Adverse Effect that is continuing as of the effective date of the Merger, (4) the receipt by the Debt Commitment Parties of certain financial statements of the Company prior to the Closing Date, (5) the completion of the Marketing Period, (6) the payment by Clydesdale of all fees required to have been paid to the Debt Commitment Parties and (7) the consummation of a refinancing of the Company’s existing debt (other than certain debt permitted to remain outstanding).

In connection with the Merger Agreement, the Equity Commitment Parties severally committed to the Equity Financing on the terms and subject to the conditions set forth in the Equity Commitment Letters. The funding of the proceeds under the Equity Commitment Letters is contingent on the satisfaction of customary conditions, including (1) the satisfaction in full or valid waiver, on or before the Closing, of all of the conditions precedent to the obligations of Novolex and Merger Sub as set forth in the Merger Agreement, (2) the substantially concurrent receipt by Novolex or Merger Sub of the net cash proceeds of the Debt Financing (on the terms and subject to the conditions described in the Debt Commitment Letter), (3) the substantially concurrent receipt of the funds contemplated by the “Other Investor” (Apollo or an affiliate of CPPIB, as applicable) Equity Commitment Letter, and (4) the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the Merger Agreement. The Company is an express third-party beneficiary for purposes of enforcing Novolex’s right to cause the Equity Financing to be funded in accordance with the terms of the Equity Commitment Letters.

Novolex will be required to pay the Company the Parent Termination Fee under certain circumstances, including if the Company terminates the Merger Agreement (1) due to Novolex’s or Merger Sub’s breach of its representations, warranties or covenants that would result in the failure of the conditions precedent to the Merger, (2) because (x) the Marketing Period has ended and the conditions to Novolex’s consummation of the Merger have been satisfied or waived, (y) the Company has confirmed by written notice to Novolex that all of the Company’s conditions to consummation of the Merger Agreement have been satisfied or that it is willing to waive any unsatisfied conditions and (z) if the Merger is not consummated within three business days after the delivery of such notice or (3) Novolex terminates the Merger Agreement because the Termination Date has expired and, at the time of such termination by Novolex, the Company could have terminated the Merger Agreement pursuant to clauses (1) or (2), as described under “The Merger Agreement—Termination Fees and Expenses” beginning on page 66.

You should be aware that the Company’s executive officers and directors have certain interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally. The Company Board and the Transaction Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

The Company’s executive officers as of the date hereof are Michael J. King (President and Chief Executive Officer), Jonathan H. Baksht (Chief Financial Officer), Timothy A. Levenda (President of Foodservice), Chandra J. Mitchell (Chief Legal Officer and Corporate Secretary), Douglas E. Owensby (Chief Operations Officer) and Eric A. Wulf (President of Food and Beverage Merchandising).

For information regarding beneficial ownership of the Shares held by each of the Company’s directors and named executive officers and all directors and executive officers as a group, see the section titled, “Security Ownership of Certain Beneficial Owners and Management.” Each of the Company’s directors and executive officers will be entitled to receive, for each Share held by such individual, the Merger Consideration in the same manner as other Company stockholders.

At the Effective Time, the Company RSUs and Company PSUs held by each of the Company’s directors and executive officers will be treated in the same manner as those held by other employees of the Company, as set forth below:

The following tables set forth, for each executive officer and director, the number of Company RSUs and Company PSUs (at the applicable PSU Performance Level) held by such individual as of December 6, 2024 (including, for the avoidance of doubt, any “dividend shares” accrued thereon as contemplated by the applicable award agreement governing such Company RSUs or Company PSUs, as applicable), together with the estimated value of such Company RSUs and Company PSUs in connection with the Merger. The values in the table below have been determined based on the Merger Consideration of $18.00 per Share and assume a PSU Performance Level of 132% for Company PSUs awarded in 2023. Actual amounts may differ from the amounts set forth below, and such individuals may receive Post-Signing RSUs in accordance with the terms of the Merger Agreement.

Pursuant to our Involuntary Termination Protection Policy (the “ITPP”), each of our executive officers is entitled to severance benefits (the “Severance Benefits”) upon a termination of employment by the Company without “cause” or a voluntary resignation for “good reason,” as such terms are defined in the ITPP (each, a “Qualifying Termination”). Severance Benefits are contingent upon the executive’s execution and non-revocation of a separation agreement and a release of claims within 60 days following the Qualifying Termination.

If the Qualifying Termination occurs within two years following a change in control, such as the Merger, the Severance Benefits will consist of (1) a cash severance benefit, paid in equal installments over 12 months, equal to the sum of (x) a prorated bonus for the year of termination, at target, and (y) 2.0 times (or for Mr. King, 2.5 times) the sum of the executive’s annual base salary and target bonus and (2) 18 months of continued participation in the Company’s health plan at the active-employee rate. In addition, any then-unvested equity awards held by the executive will vest in full.

For an estimate of the value of the severance payments to each named executive officer upon a Qualifying Termination under the ITPP in connection with the Merger, see the section titled, “The Merger—Interests of Our Directors and Executive Officers in the Merger—Quantification of Payments and Benefits—Golden Parachute Compensation.” The severance payments and benefits described in this section are considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a Qualifying Termination of employment in connection with the change in control).

Prior to the Effective Time, the Company, Novolex, or their respective affiliates may, in their discretion, initiate negotiations of agreements, arrangements, and understandings with any one or more of the Company’s directors and executive officers regarding their employment or other future service or compensation or benefits and may enter into definitive agreements with such individuals regarding the foregoing, subject to the interim operating covenants set forth in the Merger Agreement and applicable restrictions therein. As of the date of this Information Statement, to the Company’s knowledge, no discussions with respect to such new agreements, arrangements or understandings have occurred and no such new agreements, arrangements or understandings have been entered into as of the date of this Information Statement. For a description of certain covenants relating to continuing employee matters set forth in the Merger Agreement, please see the section of this Information Statement titled, “The Merger Agreement—Continuing Employee Matters” beginning on page 60.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a Qualifying Termination of employment upon or following the consummation of the Merger. Applicable SEC disclosure rules refer to this compensation as “golden parachute” compensation, and in this section we use such term to describe the Merger-related compensation payable to the Company’s named executive officers.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive assuming the following: (1) the Merger had been completed on December 6, 2024 (which is the assumed closing date solely for purposes of this golden parachute disclosure), (2) each named executive officer had experienced a Qualifying Termination at such time, (3) the named executive officer’s base salary rate and annual target bonus were those in effect as of December 6, 2024, (4) the named executive officer’s Company RSUs and Company PSUs were those that were outstanding as of December 6, 2024, and (5) the named executive officer had properly executed any required releases and complied with all requirements necessary in order to receive the payments and benefits. The actual amounts to be received by any of the executives may differ materially from the amounts set forth below. Additional detail regarding the named executive officers’ interests in the Merger is provided above under the heading, “The Merger—Interests of Our Directors and Executive Officers in the Merger.”

The estimated amount of each such payment included in the “equity” column above is set forth in the table below:

Directors and executive officers of the Company will be entitled to certain ongoing indemnification and coverage for a period of not less than six years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section titled “The Merger Agreement—Indemnification and Insurance.”

See also the information under the section titled “The Merger Agreement—Continuing Employee Matters.”

The Shares are currently listed on Nasdaq and registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon completion of the Merger, Merger Sub will merge with and into the Company, with the Company surviving the Merger. Following completion of the Merger, there will be no further market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Shares.

As of the date of this Information Statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

The following is a summary of the material U.S. federal income tax consequences of the Merger generally applicable to holders of the Shares who exchange their Shares for cash pursuant to the Merger. The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose Shares are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Shares that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, traders in securities that elect to apply a mark-to-market method of accounting for U.S. federal income tax purposes, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, holders who hold the Shares through pass-through entities for U.S. federal income tax purposes or as part of a hedging transaction, straddle or conversion transaction, holders deemed to sell Shares under the constructive sale provisions of the Code, holders who exercise appraisal rights, holders who acquired the Shares pursuant to the exercise of employee stock options or otherwise as compensation, holders of the Shares who own (or are deemed to own) any interest in the Significant Company Stockholder, or holders of the Significant Company Stockholder’s Shares. This summary does not address any Medicare equivalent tax or alternative minimum tax considerations or any aspect of state, local or non-U.S. taxation, and does not address any U.S. federal taxation other than income taxation.

For purposes of this Information Statement, a “U.S. Holder” means a beneficial owner of Shares that is:

The term “Non-U.S. Holder” refers to any beneficial owner of the Shares, other than a partnership or other entity or arrangement treated as a partnership or disregarded entity for U.S. federal income tax purposes that is not a U.S. Holder.

If a partnership or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of Shares, the U.S. federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships owning Shares and partners in such partnerships should consult their own tax advisors as to the particular U.S. federal, state, local and non-U.S. tax consequences of the Merger to them.

The U.S. federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of the Shares should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of U.S. federal, state, local and non-U.S. tax laws.

U.S. Holders. The receipt of the Merger Consideration by a U.S. Holder in exchange for the Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives the Merger Consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered Shares. A U.S. Holder’s adjusted tax basis generally will equal the price the U.S. Holder paid for such Shares. Gain or loss will be calculated separately for each block of Shares exchanged in the Merger (generally Shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Shares have been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate U.S. Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Non-U.S. Holders. Subject to the discussion below regarding backup withholding, a Non-U.S. Holder that receives cash for Shares pursuant to the Merger generally will not be subject to U.S. federal income tax on any gain realized on the disposition, unless (1) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (2) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (3) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Shares at any time during the shorter of the five-year period preceding the Merger or the period that the Non-U.S. Holder held Shares, and the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-U.S. Holder held Shares. The Company believes it has not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain U.S. source capital losses reported on a U.S. federal income tax return.

If you are a Non-U.S. Holder and your gain is effectively connected with a United States trade or business (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), you will be subject to U.S. federal income tax on any gain realized on a net basis in the same manner as U.S. Holders. Non-U.S. Holders that are corporations may also be subject to an additional branch profits tax on their effectively connected income at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a U.S. Holder or a Non-U.S. Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct and that such U.S. Holder is not subject to backup withholding. A Non-U.S. Holder generally may establish an exemption from backup withholding by certifying its status as a non-U.S. person under penalties of perjury on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA. Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain

equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of Shares. In the preamble to the proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of the Shares pursuant to the Merger.

The Merger will be accounted for as a “business combination” for financial accounting purposes.

Completion of the Merger is subject to clearances under the HSR Act and certain other specified filings and approvals under the Antitrust Laws of other jurisdictions.

Under the terms, and subject to the conditions, of the Merger Agreement, the Company, Novolex and Merger Sub have agreed to use their respective best efforts to:

In addition, Novolex has agreed to take, or cause to be taken, all action and will do, or cause to be done, all things necessary, proper, or advisable under all Antitrust Laws to consummate the Transactions including:

Notwithstanding the foregoing, Novolex and its Affiliates, Merger Sub, the Company or any of their respective subsidiaries will not be required to:

Novolex and the Company filed the notification required under the HSR Act with the Premerger Notification Office of the FTC and the DOJ on December 18, 2024. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the FTC or the DOJ issues a Second Request prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. U.S. state attorneys general and private parties may also seek to take legal action under the Antitrust Laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

For purposes of the Merger Agreement and the references in this Information Statement:

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this Information Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Annex A and is incorporated by reference into this Information Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this Information Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section titled “Where You Can Find More Information” beginning on page 75.

The Merger Agreement and the description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Novolex, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific agreed upon dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is contained in, or incorporated by reference into, this Information Statement, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements and Current Reports on Form 8-K. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Novolex or any of their respective subsidiaries, affiliates or businesses. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver, amendments or other modification.

Upon the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation of the Merger and a wholly owned subsidiary of Novolex.

At the Effective Time, the Company Certificate of Incorporation will be amended and restated in its entirety to read as set forth on the form attached as Exhibit A to the Merger Agreement and, as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by the DGCL.

At the Effective Time, the Company Bylaws will be amended and restated to read in their entirety to mirror the bylaws of Merger Sub in effect immediately prior to the Effective Time (with any changes as the Company and Novolex may mutually agree) and, as so amended, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation of the Surviving Corporation and as provided by the DGCL.

The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, each to serve until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal.

The officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, each such officer to serve until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal.

Unless another time or date is mutually agreed in writing by Novolex and the Company, the Closing will take place at 10:00 A.M. Eastern Time on the third business day following the satisfaction or, to the extent not prohibited by applicable law, waiver of the conditions set forth in the Merger Agreement and described in the section titled “The Merger Agreement—Conditions to Consummation of the Merger”, other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions. However, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement, then the Closing will occur instead on the date that is the earlier to occur of (1) any business day during the Marketing Period as may be specified by Novolex on no less than four business days’ prior notice to the Company and (2) the third business day following the final day of the Marketing Period. The Merger will become effective when the Certificate of Merger is filed with the Delaware Secretary of State or at such other date or time as Novolex and the Company may agree in writing.

At the Effective Time, subject to the terms and conditions of the Merger Agreement, by virtue of the Merger, the following will occur:

At the Effective Time, each Company RSU and Company PSU that is outstanding as of immediately prior to the Effective Time, other than Post-Signing RSUs, will vest in full and be canceled in exchange for a fully vested amount in cash, less applicable tax withholdings, equal to the product of (1) the Merger Consideration and (2) the number of Shares covered by such Company RSU or Company PSU (at the applicable PSU Performance Level), as applicable (including, for the avoidance of doubt, any “dividend shares” accrued thereon as contemplated by the applicable award agreement governing such Company RSU or Company PSU, as applicable), which amount will be paid by the Surviving Corporation as soon as practicable following the Effective Time. The number of Shares covered by a Company RSU granted to a non-employee director following the date of the Merger Agreement will be prorated to reflect the portion of the applicable vesting period elapsed through the Closing Date.

Each Post-Signing RSU will be canceled as of the Effective Time in exchange for the right to receive an amount in cash equal to the product of (1) the Merger Consideration and (2) the number of Shares covered by such Post-Signing RSU, which amount will be paid by the Surviving Corporation in substantially equal installments, less applicable tax withholdings, over the normal time-based vesting schedule, and subject to the same forfeiture provisions, of such Post-Signing RSU, subject to acceleration pursuant to the Equity Plan in the event of a termination of the holder’s employment without “cause” or for “good reason,” each as defined in the Equity Plan, on or within one year of the Closing.

Prior to the Effective Time, Merger Sub or Novolex will enter into an agreement with the Paying Agent to receive the Merger Consideration to which stockholders of the Company will become entitled pursuant to the Merger Agreement. At or prior to the Effective Time, Novolex will deposit (or cause to be deposited) the Payment Fund. Except as otherwise provided, the Payment Fund will not be used for any purpose other than to fund payments due pursuant to the Merger Agreement. The Surviving Corporation will pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by the Merger Agreement.

With respect to each holder of Book-Entry Shares, promptly (and in any event no later than two business days) after the Effective Time, Novolex will cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for the Merger Consideration to which such holder is entitled, without such holder being required to deliver a certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares will then be canceled.

All cash paid upon the surrender for exchange or cancellation of Book-Entry Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Book-Entry Shares. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for transfer or transfer is sought for Book-Entry Shares, such Book-Entry Shares will then be canceled as provided in the Merger Agreement, subject to applicable law in the case of Dissenting Shares.

At any time following the date that is 12 months after the Effective Time, the Surviving Corporation may require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of Book-Entry Shares, and thereafter such holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Book-Entry Shares. The Surviving Corporation will pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration.

The Company, Novolex and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by a confidential disclosure letter delivered by us to Novolex and Merger Sub (the “Company Disclosure Letter”). The representations and warranties made by us are also subject to, and qualified by, certain information in our filings made with the SEC prior to the date of the Merger Agreement.

The Company’s representations and warranties to Novolex and Merger Sub in the Merger Agreement relate to, among other things:

Novolex and Merger Sub also made a number of representations and warranties, including the following:

None of the representations and warranties in the Merger Agreement survive the Effective Time.

Many of the Company’s representations and warranties in the Merger Agreement are qualified by a materiality or Material Adverse Effect standard. A “Material Adverse Effect” means any event, change, occurrence or effect that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that no event, change, occurrence or effect to the extent arising out of, attributable to or resulting from any of the following, alone or in combination, will be deemed to constitute, or be taken into account in determining whether there has been or would or could be, a Material Adverse Effect:

In the case of clauses (1), (2), (4), (7), (8), (9) and (10) only, to the extent the impact of such event, change, occurrence or effect has a disproportionately adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other companies operating in the industries in which the Company and its subsidiaries conduct business, such event, change, occurrence or effect with regard to such clauses may be taken into account (solely to the extent of such disproportionate effect) when determining if a Material Adverse Effect has occurred.

The Company agreed that except as expressly contemplated or permitted by the Merger Agreement, as set forth in the Company Disclosure Letter, as required by applicable law or with the prior written approval of Novolex (not to be unreasonably withheld, conditioned or delayed), at all times during the period from the execution of the Merger Agreement until the Effective Time or the valid termination of the Merger Agreement (the “Interim Period”), the Company will, and will cause each of its subsidiaries to use commercially reasonable efforts to:

Further, the Company agreed that during the Interim Period, except as expressly contemplated or permitted by the Merger Agreement, as set forth in the Company Disclosure Letter, as required by applicable law or with the prior written approval of Novolex (not to be unreasonably withheld, conditioned or delayed), neither it nor any of its subsidiaries will:

On December 9, 2024, following the execution and delivery of the Merger Agreement, the Significant Company Stockholder, holding Shares representing approximately 76.9% of the voting power of the Shares as of such date (i.e., based on 179,365,835 Shares outstanding), delivered the Written Consent constituting the Company Stockholder Approval. As a result, no further action by our stockholders is required under applicable law, the Company Certificate of Incorporation, the Company Bylaws or the Merger Agreement to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote for the adoption of the Merger Agreement or approval of the Merger or (2) calling a special meeting of our stockholders for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

Novolex has agreed to cause its subsidiaries, including, without limitation, the Surviving Corporation, to maintain for each employee who remains employed with the Surviving Corporation or any of its subsidiaries following the Effective Time (each, a “Company Employee”), on no less favorable terms than those in effect immediately prior to the Effective Time and without limiting any additional rights that a Company Employee has under a Company benefit plan, applicable law or an agreement with Novolex or one of its affiliates, the following compensation and benefits for at least one year following the Effective Time (the “Benefits Period”): (1) an annual base salary or base wage rate, as applicable, (2) target short-term and long-term incentive opportunities, (3) severance benefits upon a termination of employment and (4) a continuing opportunity to participate in a nonqualified deferred compensation plan if the Company Employee actively participated in a Company nonqualified deferred compensation plan immediately prior to the Effective Time, including as to an employer match. Additionally, Novolex has agreed to cause its subsidiaries, including, without limitation, the Surviving Corporation, to provide the following retirement, health and welfare benefits to the Company Employees: (x) from the Effective Time through the end of the calendar year in which the Effective Time occurs, retirement, health and welfare benefits (excluding severance benefits, post-employment welfare benefits and defined benefit pension plans) that are no less favorable in the aggregate than those in effect immediately prior to the effective date of the Merger and (y) for the remainder of the Benefits Period, retirement, health and welfare benefits (excluding severance benefits) that are no less favorable in the aggregate than those provided to similarly situated employees of Novolex. Notwithstanding the forgoing, Novolex will cause the compensation and benefits treatment of, and terms and conditions of employment afforded to, each Company Employee who is, or becomes, subject to a collective bargaining agreement to be provided in accordance with the terms thereof.

Novolex has also agreed to use reasonable best efforts to credit each Company Employee’s prior service to the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company and its subsidiaries immediately prior to the Effective Time under the corresponding benefit plan of the Company, for purposes of determining each Company Employee’s eligibility, vesting, and, with respect to severance and vacation benefits only, determining level of benefits (but not for purposes of benefit accruals) under each benefit plan maintained for similarly situated employees of Novolex and its subsidiaries (each, a “Parent Plan”). With respect to each Parent Plan that is a “welfare benefit plan,” Novolex has agreed to use commercially reasonable efforts to (1) cause there to be waived all pre-existing condition and eligibility limitations and (2) give effect, in determining any deductible and maximum out-of-pocket limitations for the Company’s first plan year of eligibility under such Parent Plan, to claims incurred and amounts paid by, and amounts reimbursed to, the applicable Company Employee for such plan year under similar plans maintained by the Company and its subsidiaries immediately prior to the Effective Time to the same extent waived or given effect under the corresponding benefit plan of the Company.

If the Effective Time occurs prior to March 2, 2025, Novolex has agreed to cause the Surviving Corporation or one of its affiliates to pay each bonus-eligible Company Employee, to the extent not already paid by the Company or any of its subsidiaries prior to the Effective Time, a payment under the applicable short-term cash incentive program of the Company for 2024 pursuant to the formula established by the Company’s 2024 annual bonus plan and the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement and subject to any different standard set forth in the Merger Agreement with respect to any covenant or obligation, Novolex and Merger Sub will (and will cause their respective subsidiaries to, if applicable), on the one hand, and the Company will (and will cause its subsidiaries to), on the other hand, use their respective commercially reasonable efforts to (1) take (or cause to be taken) all actions; (2) do (or cause to be done) all things; and (3) assist and cooperate with the other parties to the Merger Agreement in doing (or causing to be done) all things, in each case as are necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Merger and the other Transactions, including by (A) causing the conditions to the Merger of the other party to the Merger Agreement to be satisfied (but not waived) and (B) (i) obtaining all consents, waivers, approvals, orders and authorizations from governmental entities and (ii) making all registrations, declarations and filings with governmental entities, in each case that are necessary or advisable to consummate the Transactions. The Company will (and will cause its subsidiaries to) use their respective commercially reasonable efforts to make and obtain at the earliest practicable date the notices, consents, approvals or waivers of any contracts specified in the Company Disclosure Letter triggered by the consummation of the Merger and the Transactions.

From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Novolex has agreed to, and to cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer and director of the Company and its subsidiaries (the “Indemnified Parties”), against all claims or liabilities arising out of or pertaining to (1) the fact that the Indemnified Party is or was an officer, director, fiduciary or agent of the Company or any of its subsidiaries or (2) matters existing or occurring at or prior to the Effective Time (including the Merger Agreement and the Transactions), whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable law and the Company’s organizational documents as in effect on the date of the Merger Agreement.

All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto existing at the time of the signing of the Merger Agreement in favor of any Indemnified Party as provided in the Company’s organizational documents and its subsidiaries’ organizational documents or in any indemnification agreement between such Indemnified Party and the Company or any of its subsidiaries will survive the Merger and continue in full force and effect, will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party and by operation of law will be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time.

For a period of six years from the Effective Time, the Surviving Corporation will either cause to be maintained in effect the policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries as of the signing of the Merger Agreement or cause to be provided substitute policies or purchase or cause the Surviving Corporation to purchase a “tail policy.”

Novolex has agreed to use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Equity Commitment Letters and Debt Commitment Letter on the Closing Date (including complying with any request requiring the exercise of any “flex” provisions in the fee letter), including using reasonable best efforts to (1) satisfy, or cause to be satisfied, on a timely basis all conditions to Novolex or Clydesdale obtaining the Financing set forth in the Equity Commitment Letters and Debt Commitment Letter required to be satisfied by them (including the payment of any fees required as a condition to the Financing), (2) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter (including any related “flex” provisions), (3) maintain in effect the Equity Commitment Letters and Debt Commitment Letter and (from and when executed) the other debt documents through the consummation of the Closing, (4) consummate the Financing at or prior to Closing and (5) enforce their respective rights under the Equity Commitment Letters and Debt Commitment Letter and the debt documents in a timely and diligent manner.

Novolex has further agreed to:

If any portion of the Financing required to satisfy Novolex’s obligations under the Merger Agreement becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated in the applicable Equity Commitment Letters and the Debt Commitment Letter (after taking into account “flex” terms), Novolex will use reasonable best efforts to arrange and obtain alternative debt financing, including from alternative sources, on terms and conditions that are not less favorable to Novolex than those set forth in the Debt Commitment Letter and not to include any modifications to such alternative debt financing that are prohibited by the Merger Agreement, in an amount that is sufficient, when taken together with the available portion of the Financing to satisfy Novolex’s obligations under the Merger Agreement (“Alternative Financing”) as promptly as practicable following the occurrence of such event.

Compliance by Novolex with the financing covenant of the Merger Agreement will not relieve Novolex of its obligation to consummate the Transactions, whether or not the Financing or Alternative Financing is available. However, Novolex is not required to seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Commitment Letters.

Prior to the Closing, the Company agrees to use its reasonable best efforts, at Novolex’s sole expense, to cooperate and cause the Company’s subsidiaries and their respective representatives to provide reasonable and customary cooperation that is reasonably requested by Novolex in connection with the arrangement of the Debt Financing (provided that such requested cooperation would not reasonably be expected to (1) unreasonably interfere with the ongoing operations of the Company and its subsidiaries, (2) cause any representation or warranty in the Merger Agreement to be breached or (3) cause any condition in the Merger Agreement to fail to be satisfied).

During the Interim Period, the Company will permit Novolex and Merger Sub to commence and conduct one or more offers to purchase any or all of the outstanding principal of the Company’s existing notes, as previously identified by Novolex to the Company (the “Debt Offers”).

Novolex will give reasonable and good faith consideration to any comments made or input provided by the Company to any Debt Offer documents and will reasonably consult with the Company regarding the timing and commencement of any Debt Offer. Subject to certain limitations, the Company has also agreed, at Novolex’s sole expense, to use its reasonable best efforts to cooperate to provide customary cooperation reasonably requested by Novolex in connection with any Debt Offer or the discharge of any series of existing notes identified by Novolex to the Company.

Notwithstanding anything to the contrary in the Merger Agreement, neither the Company nor any of its subsidiaries will be required to (1) take or permit the taking of any action that (t) would require the Company, its subsidiaries or any persons who are directors or officers of the Company or its subsidiaries to pass resolutions or consents to approve or authorize the Debt Financing or any Debt Offers, that is effective prior to the Effective Time, or that would be effective if the Effective Time does not occur (in each case, except as provided in the Merger Agreement), (u) would cause any representation or warranty in the Merger Agreement to be breached by the Company or any of its subsidiaries, (v) would require the Company or any of its subsidiaries to pay any commitment or other similar fee prior to the Effective Time or incur any other expense, liability or obligation in connection with the Debt Financing or any Debt Offer (in the case of any other such expense, liability or obligation, that is not, subject

to the limitations contained therein, subject to reimbursement or is not otherwise indemnified by Novolex pursuant to the Merger Agreement), (w) would cause any director, officer or employee or stockholder of the Company or any of its subsidiaries to incur any personal liability, (x) would cause any condition to the completion of the Merger to fail to be satisfied by the Effective Time or otherwise result in a breach of the Merger Agreement by the Company, (y) would result in a violation or breach of, or a default under, any material contract to which the Company or any of its subsidiaries is a party, the organizational documents of the Company or its subsidiaries or any applicable law, or (z) would unreasonably interfere with the ongoing business or operations of the Company and its subsidiaries; (2) provide access to or disclose information that the Company or any of its subsidiaries reasonably determines could jeopardize any attorney-client privilege of the Company or any of its subsidiaries; or (3) deliver or cause to be delivered any opinion of counsel (except for customary legal opinions to the extent contemplated by the relevant provisions of the Merger Agreement). Neither the Company nor any of its subsidiaries will be required, prior to the Effective Time, to commence any Debt Offers or become an obligor under the Debt Financing.

Additionally, the Company has agreed to deliver to Novolex at least two business days prior to the Closing Date (with drafts, including final payoff numbers, to be provided at least three business days prior to the Closing Date) (1) an appropriate and customary payoff letter with respect to the Company Credit Agreement, specifying the aggregate payoff amount of the Company’s obligations that will be outstanding under such indebtedness as of the Closing and providing for a release of all liens and guarantees thereunder and (2) customary documentation evidencing the release of all liens with respect to the Company Credit Agreement (including any customary termination statements on Form UCC-3 or other customary lien releases); provided that such releases will not be filed and effective until after the Closing upon receipt by the outgoing lenders of the outstanding amounts required by the payoff letter. The “Company Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

Prior to the Effective Time, the Company has agreed to notify Novolex promptly of the commencement of any stockholder action brought or threatened in writing against the Company, any of its subsidiaries or any of their respective directors or executive officers relating to the Transactions (the “Transaction Litigation”) and to promptly advise Novolex of any material developments with respect to and keep Novolex reasonably informed with respect to the status thereof. The Company is entitled to direct and control the defense of any such Transaction Litigation, but Novolex may reasonably participate in the defense and any negotiations or settlement discussions of any Transaction Litigation at its own expense and the Company has agreed to give reasonable consideration to Novolex’s advice with respect to such Transaction Litigation. The Company has agreed not to, and to cause its representatives not to, settle any Transaction Litigation without Novolex’s prior written consent (not to be unreasonably withheld, delayed or conditioned).

If requested by Novolex in writing at least five business days prior to the Closing Date, the Company has agreed to (1) (x) use commercially reasonable efforts to deliver to Novolex on or prior to the Closing Date duly executed resignations of all authorized officers of the Company and its subsidiaries and all directors of the Company’s subsidiaries, and (y) use reasonable best efforts to deliver to Novolex on or prior to the Closing Date duly executed resignations of all directors of the Company, in each case in form and substance reasonably satisfactory to Novolex, and (2) use commercially reasonable efforts to take all such other actions as are reasonably necessary to accomplish such resignations.

The Merger Agreement contains other covenants and agreements, including those relating to access to information and employees of the Company during the Interim Period, Section 16(a) of the Exchange Act, public statements and disclosure, stock exchange delisting and deregistration, anti-takeover laws and the termination of certain affiliate contracts.

The consummation of the Merger is subject to the satisfaction or waiver (where permissible pursuant to applicable law) of certain customary mutual conditions, including:

Our obligation to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by us:

The obligations of Novolex and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Novolex:

The Merger Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval has been obtained:

The Merger Agreement may be terminated by the Company:

The Merger Agreement may be terminated by Novolex if the Company has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (1) resulted in the failure of certain conditions as set forth in the Merger Agreement and (2) cannot be cured or is not cured by the earlier of (x) the Termination Date then in effect and (y) the date that is 30 days following written notice from Novolex to the Company of such breach or failure stating Novolex’s intention to terminate the Merger Agreement.

For purposes of the Merger Agreement and the references in this Information Statement:

In the following circumstances, Novolex will pay to the Company the Parent Termination Fee:

Concurrently with the execution of the Merger Agreement, the Equity Commitment Parties entered into the Limited Guarantees pursuant to which they agreed to severally guarantee certain obligations of Novolex and Merger Sub under the Merger Agreement, including payment of the Parent Termination Fee, damages payable by Novolex for breach of the Merger Agreement and certain other reimbursement obligations and expenses under the Merger Agreement, in each case subject to a cap and the other terms and conditions set forth in the Merger Agreement and the Limited Guarantees.

Under the terms of the Merger Agreement, in certain circumstances, the Company could have been required to pay to Novolex the Company Termination Fee. However, following receipt and by virtue of delivery of the Written Consent on December 9, 2024, the provisions of the Merger Agreement providing for the payment of the Company Termination Fee are no longer applicable.

The Merger Agreement may be amended, modified or supplemented by the parties thereto, prior to the Effective Time and whether before or after the Company Stockholder Approval has been obtained, by action taken or authorized by their respective boards of directors; provided, however, that after the Company Stockholder Approval has been obtained, no amendment may be made that, pursuant to applicable law, requires approval or adoption by the stockholders of the Company without such approval or adoption. Given that the Company has received the Company Stockholder Approval, no such amendment may be made to the Merger Agreement that requires the approval of the Company stockholders pursuant to the DGCL without such approval.

At any time prior to the Effective Time, the parties to the Merger Agreement may, to the extent permitted by applicable law, (1) extend the time for the performance of any of the obligations or acts of any of the other parties, (2) waive any inaccuracies in the representations and warranties of the other parties set forth in the Merger Agreement or any document delivered pursuant thereto or (3) subject to applicable law, waive compliance with any of the agreements or conditions of the other parties contained therein. Any agreement on the part of a party to any such waiver will be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy thereunder will operate as

a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

The parties to the Merger Agreement agreed that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur if any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Company or Novolex and Merger Sub agreed that the parties to the Merger Agreement will be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties to the Merger Agreement further waived (1) any defense in any action for specific performance that a remedy at law would be adequate and (2) any requirement under any law to post security or provide any bond as a prerequisite to obtaining equitable relief.

Notwithstanding the foregoing, the parties agreed that the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Novolex’s obligation to cause the Equity Financing to be funded to fund the Merger Consideration and Novolex’s and Merger Sub’s obligations to effect the Closing are subject to (1) all of Novolex, Merger Sub’s and the Company’s conditions to consummation of the Merger being satisfied or waived (other than such as by their nature are to be satisfied at the Closing) at the time when Closing would be required to occur, (2) the Debt Financing being funded in full in accordance with its terms or that it will be funded in full in accordance with its terms at the Closing if the Equity Financing is funded at the Closing and (3) the Company having irrevocably confirmed that if the Equity Financing and Debt Financing are funded, then it would take such actions required of it by the Merger Agreement to cause the Closing to occur.

The Merger Agreement and all disputes or controversies arising out of or relating to the Merger Agreement or the Transactions are governed by, and to be construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware, except that actions brought against certain debt financing sources related parties are to be governed by and construed in accordance with the laws of the State of New York.

Each party to the Merger Agreement has irrevocably submitted to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if jurisdiction is not available in such court, any federal court located in the State of Delaware or any other Delaware state court), in the event that any dispute or controversy arises out of the Merger Agreement or the Transactions, and has agreed that all claims with respect to such proceedings will be brought and determined only in such courts.

Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the Merger Agreement or the Transactions.

The Shares began trading on Nasdaq under the symbol “PTVE” on September 17, 2020. Prior to that, there was no public market for the Shares. As of December 6, 2024, 179,365,835 Shares were issued and outstanding, held by two stockholders of record.

The terms of the Merger Agreement do not allow us to declare or pay a dividend between December 9, 2024 and the earlier of the consummation of the Merger or the termination of the Merger Agreement, with the exception of the payment of the quarterly cash dividend declared on November 8, 2024 that was paid on December 13, 2024. Since February 2021, the Company has paid holders of Shares a dividend of $0.10 per Share each quarter.

Following the Merger there will be no further market for the Shares.

Appraisal rights may be available under Delaware law. Beneficial owners and holders of record of Shares as of the date of the making of the demand described below, who continuously own (in the case of beneficial owners) or hold (in the case of holders of record) such shares through the effective date of the Merger, who otherwise comply with Section 262 and who do not consent to the Merger in writing, will be entitled to seek appraisal by the Delaware Court of Chancery of the fair value of such owner’s or holder’s Shares. The “fair value” of your Shares as determined by the Delaware Court of Chancery may be higher or lower than, or the same as, the applicable portion of the Merger Consideration that you are otherwise entitled to receive under the terms of the Merger Agreement.

The following discussion is a summary of appraisal rights under Section 262 and is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this Information Statement by reference. Strict compliance with the procedures set forth in Section 262 is required. This description and Section 262 should be reviewed carefully by any person who wishes to exercise appraisal rights or who wishes to preserve the right to do so, as failure to follow precisely any of the statutory requirements will result in the withdrawal, loss or waiver of your appraisal rights. Persons owning or holding Shares should assume that the Company will take no action to perfect any appraisal rights of any owner or holder of Shares. Any beneficial owner or holder of record of Shares who desires to exercise such owner’s or holder’s appraisal rights should review carefully Section 262 and is urged to consult such owner’s or holder’s legal advisor before electing or attempting to exercise such rights. The following summary neither constitutes legal or other advice nor a recommendation that owners or holders of the Shares seek to exercise their appraisal rights under Section 262. A beneficial owner or holder of record of the Shares who loses, waives or otherwise fails to properly exercise such owner’s or holder’s appraisal rights will be entitled to receive the applicable portion of the Merger Consideration under the Merger Agreement.

Under Section 262, beneficial owners or holders of record of the Shares who submit a written demand for appraisal of such owner’s or holder’s Shares, and otherwise comply with the statutory requirements set forth in Section 262 and satisfy certain ownership thresholds set forth in Section 262, may be entitled to receive the fair value of such owner’s or holder’s Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

When a merger is approved by written consent without a meeting pursuant to Section 228 of the DGCL, as is the case with the Merger, Section 262 requires that either a constituent corporation before, or the surviving corporation within 10 calendar days after, the effective date of the merger notify each of its stockholders who is entitled to appraisal rights of the approval of the merger and that appraisal rights are so available and must include in each such notice a copy of Section 262 or information directing stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. A copy of Section 262 is accessible at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, which, as discussed above, is incorporated into this Information Statement by reference. Such notice, if given on or after the effective date of the merger, must also notify the stockholders of the effective date of the merger.

THIS INFORMATION STATEMENT CONSTITUTES THE OFFICIAL NOTICE OF APPRAISAL RIGHTS UNDER SECTION 262. COMPANY STOCKHOLDERS SHOULD NOT EXPECT TO RECEIVE ANY ADDITIONAL NOTICE WITH RESPECT TO THE DEADLINE FOR DEMANDING APPRAISAL RIGHTS.

Any beneficial owner or holder of record of Shares entitled to exercise appraisal rights may, within 20 calendar days after the date this notice is given (i.e., on or prior to [•]), demand in writing from the Surviving Corporation, as applicable, the appraisal of such owner’s or holder’s Shares; provided that a demand may be delivered to the Surviving Corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in the notice. For clarity, such 20-day period will begin to run on the date of mailing of this Information Statement.

With respect to holders of record, such demand will be sufficient if it reasonably informs the Company or the Surviving Corporation, as applicable, of the identity of the holder of the Shares making such demand and that such holder intends thereby to demand an appraisal of the fair value of such holder’s Shares. In addition to the foregoing requirements, with respect to beneficial owners, such demand will be sufficient if it reasonably informs the Company

or the Surviving Corporation, as applicable, of the identity of the holder of record of the Shares for which demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f) of the DGCL. A beneficial owner exercising appraisal rights must continuously own the Shares through the effective date of the Merger. Failure to strictly comply with the procedures set forth in Section 262 will result in a loss or waiver of appraisal rights.

A beneficial owner or holder of record of Shares who elects to exercise appraisal rights must mail or deliver the written demand for appraisal to the following address:

If the Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all owners of record. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a holder of record; however, such agent must identify the record owner or owners and expressly disclose in such demand that the authorized agent is acting as agent for the record owner or owners of such Shares. If Shares are held through a broker who in turn holds the Shares through a central securities depository nominee, a demand for appraisal of such Shares must identify the depository nominee as record holder. A record holder such as a broker, bank or other nominee who holds Shares as a nominee for others may exercise appraisal rights on behalf of one or more beneficial owners with respect to the Shares held for such beneficial owner or owners while not exercising such rights with respect to the Shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of Shares covered by such demand. Unless a demand for appraisal specifies a number of Shares, such demand will be presumed to cover all Shares held in the name of such record holder.

On or within 10 calendar days after the effective date of the Merger, the Company, as the Surviving Corporation, must notify each holder of record of Shares who is entitled to appraisal rights of the date that the Merger has become effective; provided, however, that if such notice is sent more than 20 calendar days following the sending of this Information Statement, such notice need only be sent to each beneficial owner and holder of record who is entitled to appraisal rights and who has demanded appraisal of such owner’s or holder’s Shares in accordance with Section 262.

Once a petition for appraisal is filed, the appraisal proceeding may not be dismissed as to any person absent approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and accept the applicable portion of the Merger Consideration under the Merger Agreement within 60 calendar days after the effective date of the Merger.

Within 120 calendar days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares held by all persons entitled to appraisal. A beneficial owner or holder of record of the Shares demanding appraisal must serve a copy of the petition on the Surviving Corporation. If, within 120 calendar days after the effective date of the Merger, no petition has been filed as provided above, all rights to appraisal will cease and any owner or holder of the Shares that previously demanded appraisal will become entitled only to the applicable Merger Consideration under the Merger Agreement. The Company is not obligated and does not currently intend to file a petition. Beneficial owners and holders of record should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of their Shares. Beneficial owners and holders of record of the Shares who desire to have their Shares appraised should initiate all necessary petitions to perfect their appraisal rights with respect to their Shares within the time prescribed in Section 262, and the failure of a beneficial owner or holder of record of Shares to file such a petition within the period specified in Section 262 could nullify such owner’s or holder’s previous written demand for appraisal.

In addition, any beneficial owner or holder of the Shares entitled to appraisal rights that has made a demand for appraisal in accordance with, and has otherwise complied with, Section 262 is entitled, within 120 calendar days after the effective date of the Merger and upon request in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the Surviving Corporation a statement setting forth the aggregate number of Shares not consented in writing in favor of the Merger and with respect to which demands for appraisal have been received and the aggregate number of beneficial owners or holders of record owning or holding such Shares (provided that, where a beneficial owner makes a demand pursuant to Section 262(d)(3) of the DGCL, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The statement must be given within 10 calendar days after such written request has been received by the Surviving Corporation or within 10 calendar days after the expiration of the period for delivery of demands for appraisal, whichever is later.

Upon the filing of a petition by any person other than the Surviving Corporation, service of a copy of such a petition will be made upon the Surviving Corporation. The Surviving Corporation will be required to, within 20 calendar days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their Shares and with whom the Surviving Corporation has not reached agreements as to the value of such Shares. The Register in Chancery, if so ordered by the Delaware Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to the persons shown on such verified list at the address stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs thereof will be borne by the Surviving Corporation.

At the hearing on such petition, the Delaware Court of Chancery will determine those persons who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Delaware Court of Chancery may require that the persons who have demanded an appraisal for their Shares and who hold or own Shares represented by certificates to submit their Share certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court of Chancery may dismiss the proceedings as to any person who does not comply with such direction. Additionally, the Delaware Court of Chancery must dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding Shares eligible for appraisal or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

After the Delaware Court of Chancery determines the persons entitled to an appraisal, the appraisal proceedings will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the fair value of the applicable Shares as of the effective date of the Merger, taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with any interest from the effective date of the Merger to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, and except as otherwise provided in Section 262(h) of the DGCL, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the Shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. Upon application by the Surviving Corporation or any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the verified list described above may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

When the fair value of the applicable Shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

Beneficial owners and holders of record of the Shares should be aware that no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and beneficial owners and holders of record of the Shares should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the applicable consideration that they are otherwise entitled to receive under the terms of the Merger Agreement. The Company does not anticipate offering more than the Merger Consideration to any holder of the Shares exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Shares is less than the Merger Consideration.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

The costs of the appraisal proceeding (which do not include attorneys’ fees or the fees of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list mentioned above who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all Shares entitled to an appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. In the absence of such determination or assessment, each party bears its own expenses.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s Shares in compliance with Section 262 will be entitled to vote such Shares for any purpose or to receive payment of dividends or other distributions in respect of such Shares (except dividends or other distributions payable to holders of the Shares of record at a date which is prior to the effective date of the Merger).

If, at any time within 60 calendar days after the effective date of the Merger, or thereafter with the Surviving Corporation’s written approval, any person who made a demand for an appraisal who has not commenced an appraisal proceeding or joined such a proceeding as a named party delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal in respect of some or all of such person’s Shares, such person will receive the applicable portion of the Merger Consideration under the Merger Agreement with respect to such withdrawn Shares and the right of such person to an appraisal of such withdrawn shares will cease. If a person who demands appraisal of such person’s Shares under Section 262 fails to perfect, successfully withdraws or loses such person’s right to appraisal, such person’s Shares will be deemed to have been converted at the effective date of the Merger into the right to receive the applicable Merger Consideration. Under Section 262(k) of the DGCL, once a petition for appraisal is filed, an appraisal proceeding may not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under Section 262(j) of the DGCL; provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw

such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger as set forth in Section 262(e) of the DGCL. If a petition for appraisal is not filed with the Delaware Court of Chancery within 120 days after the effective date of the Merger, then the rights of beneficial owners and holders of record to appraisal will cease.

BENEFICIAL OWNERS AND HOLDERS OF RECORD OF SHARES CONSIDERING SEEKING TO EXERCISE THEIR APPRAISAL RIGHTS SHOULD BE AWARE THAT THE FAIR VALUE OF THEIR SHARES AS DETERMINED UNDER SECTION 262 COULD BE HIGHER THAN, THE SAME AS OR LOWER THAN THE CONSIDERATION THEY WOULD RECEIVE PURSUANT TO THE MERGER IF THEY DID NOT SEEK APPRAISAL OF THEIR SHARES. FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 WILL RESULT IN A LOSS OR WAIVER OF STATUTORY APPRAISAL RIGHTS. CONSEQUENTLY, AND IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 262, ANY BENEFICIAL OWNER OR HOLDER OF RECORD OF SHARES WISHING TO EXERCISE APPRAISAL RIGHTS IS URGED TO CONSULT HIS, HER OR ITS LEGAL AND FINANCIAL ADVISORS BEFORE ATTEMPTING TO EXERCISE SUCH RIGHTS.

TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262, SECTION 262 WILL GOVERN.

The following table sets forth information regarding beneficial ownership of our share capital as of December 6, 2024, by (1) each of our directors, (2) each of our named executive officers, (3) all of our directors and executive officers as a group and (4) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Shares.

The percentage of Shares beneficially owned is computed on the basis of 179,365,835 Shares outstanding as of December 6, 2024. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Pactiv Evergreen Inc., 1900 W. Field Court, Lake Forest, Illinois 60045.

The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.