Pactiv Evergreen to Go Private in $18 Per Share Novolex Merger (PTVE)

The Big Picture: What’s Going On?

Pactiv Evergreen Inc. (NASDAQ: PTVE), a leading manufacturer and distributor of foodservice and beverage packaging, is set to be acquired by Novolex Holdings, LLC for $18 per share in an all-cash deal. This move will officially take Pactiv Evergreen private, marking a major milestone in the company’s history.

The deal, originally announced in December 2024, recently received all the required regulatory approvals and is expected to close on April 1, 2025​. Let’s break it all down.

Who’s Involved in the Deal?

The key players in this transaction include:

• Pactiv Evergreen Inc.: The company being acquired. Known for its fresh food packaging and beverage carton manufacturing across North America.

• Novolex Holdings, LLC: A packaging giant owned by funds managed by affiliates of Apollo Global Management.

• Alpha Lion Sub, Inc.: A direct, wholly owned subsidiary of Novolex created solely to facilitate this acquisition.

Once the transaction is completed, Alpha Lion Sub will merge into Pactiv Evergreen, and the latter will become a wholly owned subsidiary of Novolex​.

Let’s Talk Numbers: $18 Per Share in Cash

Under the terms of the Merger Agreement, each share of Pactiv Evergreen’s common stock will be converted into the right to receive $18.00 in cash, with no interest. This is referred to as the Merger

Consideration.

For context, this price represents a premium over the company’s average stock price at the time the deal was announced, making it an attractive exit opportunity for many investors​.

No Shareholder Vote Needed — Here’s Why

Here’s where things get interesting.

Though this is a major transaction, no shareholder meeting or vote is required. Why? Because a single shareholder, Packaging Finance Limited, already owned approximately 76.9% of the company’s voting shares and gave its written consent to approve the merger on December 9, 2024​.

So, for most retail shareholders, this deal is already a done deal.

Final Hurdles Cleared: Regulatory Approval

On March 28, 2025, Pactiv Evergreen announced it had received all necessary regulatory approvals to proceed with the merger. That green light paved the way for the April 1, 2025 closing date​.

Once the merger is finalized:

• Pactiv Evergreen will be delisted from NASDAQ

• The company will transition to private ownership under Novolex

This is a major shift, especially for public investors who will be cashed out of their positions.

What Happens to Employees and Customers?

Although the official documents don’t go into detail about employee impacts, mergers like this often bring organizational changes. However, the companies have signaled that this move is about strategic growth, product innovation, and scale — not just cost-cutting.

For customers, the combined strength of Novolex and Pactiv Evergreen could mean a broader product portfolio, better supply chain integration, and improved service.

Got Equity Awards? Here’s What You Should Know

Equity awards held by employees and executives will be treated in accordance with the Merger Agreement. This typically means vested awards are paid out in cash at the same $18 per share rate, while unvested awards may be canceled or converted — depending on the fine print.

Appraisal Rights for Dissenters

If you’re a shareholder who doesn’t agree with the merger, you do have rights under Delaware law — specifically Section 262 of the DGCL. By properly exercising your appraisal rights, you can request a court to determine the fair value of your shares instead of taking the $18 offer​.

But there’s a catch — you need to act within 20 days of the mailing of the official notice, which was dated December 30, 2024.

Who Advised Whom?

Here’s a quick rundown of the major players behind the scenes:

• Financial Advisors to Pactiv Evergreen: Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC

• Legal Counsel: Paul Hastings LLP

These are heavy hitters in the M&A world, signaling the seriousness and scale of the deal​.

Forward-Looking Risks (AKA The Fine Print)

Like any major deal, this one comes with its share of risks and uncertainties. According to the documents, potential risks include:

• Unexpected delays in closing

• Regulatory or legal challenges

• Changes to business relationships or operations

• Market reaction if the deal doesn’t close

The company has outlined these risks in detail in its filings and cautions investors not to rely too heavily on forward-looking statements​.

What Should Shareholders Do Now?

For most shareholders, there’s not much left to do — especially since the merger has already been approved by the majority holder. But here are a few steps worth considering:

• Double-check your brokerage account for the cash payout post-April 1

• Consult your tax advisor about the implications of the cash payment

• Review any equity awards or employment agreements if you're a company insider

• Act quickly if you plan to exercise appraisal rights

In a Nutshell

• Pactiv Evergreen is being acquired by Novolex for $18 per share in cash

• The deal received shareholder and regulatory approval

• Expected to close on April 1, 2025

• The company will go private and delist from NASDAQ

• Shareholders will receive cash payouts

• Appraisal rights are available for dissenting shareholders

This move represents a big shift in the packaging industry and will likely shape the competitive landscape in the years to come.

FAQs

What is the effective date of the merger?

The transaction is expected to close on April 1, 2025.

What do shareholders receive?

Each share of common stock will be converted into $18.00 in cash, without interest.

Will Pactiv Evergreen remain a public company?

No. Once the merger is complete, it will become privately held.

Do I need to vote or take action?

No vote is required, as the majority shareholder already approved the deal via written consent.

Can I challenge the merger price?

Yes, via appraisal rights under Delaware law, but strict deadlines apply.

PTVE merger

PTVE merger