WestRock Company (NYSE: WRK), a leading provider of sustainable
fiber-based paper and packaging solutions, today announced that,
based on the preliminary vote count, WestRock stockholders voted to
approve the Transaction Agreement and other proposals related to
the combination of Smurfit Kappa Group plc (“Smurfit Kappa”) and
WestRock (the “Combination”) at WestRock’s Special Meeting of
Stockholders held earlier today.
Pursuant to the terms of the Transaction Agreement entered into
on September 12, 2023, Smurfit WestRock will acquire Smurfit Kappa
by means of a scheme of arrangement under the Companies Act 2014 of
Ireland (as amended) (the “Smurfit Kappa Share Exchange”), and Sun
Merger Sub, LLC, a wholly owned subsidiary of Smurfit WestRock,
will merge with and into WestRock (the “Merger,” and together with
the Smurfit Kappa Exchange, the Combination), with WestRock
surviving the Merger and becoming a wholly owned subsidiary of
Smurfit WestRock.
If the Merger contemplated by the Transaction Agreement is
completed, the common stockholders of WestRock will receive one new
Smurfit WestRock share and $5.00 in cash for each share of common
stock of WestRock. Completion of the Combination remains subject to
certain conditions, as described in the Transaction Agreement.
About WestRock
WestRock (NYSE: WRK) is a global leader in sustainable paper and
packaging solutions, with more than 50,000 teammates in the
Americas, Europe and Asia-Pacific. Our integrated packaging
capabilities offer end-to-end solutions to help customers address
their greatest challenges.
Additional Information about the Combination and Where to
Find It
In connection with the Merger, Smurfit WestRock has filed with
the SEC the S-4, which includes the proxy statement/prospectus
relating to the offer and sale of the Smurfit WestRock Shares to
WestRock stockholders (the “WestRock Stockholders”) pursuant to the
Merger. In addition, on April 26, 2024, WestRock filed the proxy
statement/prospectus with the SEC with respect to the special
meeting of WestRock Stockholders in connection with the Merger.
WestRock commenced mailing of the proxy statement/prospectus to
WestRock Stockholders on or about May 1, 2024. This announcement is
not a substitute for any registration statement, prospectus, proxy
statement or other document that Smurfit Kappa, WestRock and/or
Smurfit WestRock have filed or may file with the SEC in connection
with the Combination.
Before making any investment decisions, investors,
stockholders of WestRock are urged to read carefully and in their
entirety the S-4 and the proxy statement/prospectus, and any other
relevant documents that are filed or will be filed with the SEC, as
well as any amendments or supplements to these documents, in
connection with the Combination when they become available, because
they contain or will contain important information about the
Combination, the parties to the Combination, the risks associated
with the Combination and related matters, including information
about certain of the parties’ respective directors, executive
officers and other employees who may be deemed to be participants
in the solicitation of proxies in connection with the Combination
and about their interests in the solicitation.
The S-4, the proxy statement/prospectus and other documents
filed by WestRock, Smurfit WestRock or Smurfit Kappa with the SEC
are available free of charge at the SEC’s website at www.sec.gov. In addition, investors and
stockholders are able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by
WestRock online at ir.westrock.com/ir-home/, upon written request
delivered to 1000 Abernathy Road, Atlanta, Georgia 30328, United
States, or by calling +1 (770) 448-2193, and are able to obtain
free copies of the S-4 and other documents filed with the SEC by
Smurfit WestRock or Smurfit Kappa upon written request delivered to
Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland or by calling
+353 1 202 7000. The information included on, or accessible
through, WestRock’s website is not incorporated by reference into
this announcement.
Forward-Looking Statements
This press release, as well as oral statements made or to be
made by WestRock, Smurfit WestRock or Smurfit Kappa, include
certain “forward-looking statements” (including within the meaning
of US federal securities laws) regarding the Combination and the
listing of Smurfit WestRock, the rationale and expected benefits of
the Combination (including, but not limited to, synergies), and any
other statements regarding Smurfit WestRock’s, Smurfit Kappa’s and
WestRock’s future expectations, beliefs, plans, objectives, results
of operations, financial condition and cash flows, or future events
or performance. Statements included in this press release that are
not historical facts, including statements about the beliefs and
expectations of the management of each of WestRock, Smurfit
WestRock or Smurfit Kappa, are forward-looking statements. Words
such as “may”, “will”, “could”, “should”, “would”, “anticipate”,
“intend”, “estimate”, “project”, “plan”, “believe”, “expect”,
“target”, “prospects”, “potential”, “commit”, “forecasts”, “aims”,
“considered”, “likely”, “estimate” and variations of these words
and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. While WestRock, Smurfit WestRock
and Smurfit Kappa believe these expectations, assumptions,
estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which are beyond the control of Smurfit
WestRock, Smurfit WestRock and Smurfit Kappa. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend upon future circumstances that may
or may not occur. Actual results may differ materially from the
current expectations of WestRock, Smurfit WestRock and Smurfit
Kappa depending upon a number of factors affecting their businesses
and risks associated with the successful execution of the
Combination and the integration and performance of their businesses
following the Combination. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include: developments related to pricing cycles and
volumes; economic, competitive and market conditions generally,
including macroeconomic uncertainty, customer inventory
rebalancing, the impact of inflation and increases in energy, raw
materials, shipping, labour and capital equipment costs; reduced
supply of raw materials, energy and transportation, including from
supply chain disruptions and labor shortages; intense competition;
risks related to international sales and operations; failure to
respond to changing customer preferences and to protect
intellectual property; results and impacts of acquisitions by
WestRock, Smurfit Kappa or, following completion of the
Combination, Smurfit WestRock; the amount and timing of WestRock’s,
Smurfit Kappa’s and, following completion of the Combination,
Smurfit WestRock’s capital expenditures; evolving legal, regulatory
and tax regimes; changes in economic, financial, political and
regulatory conditions in Ireland, the United Kingdom, the United
States and elsewhere, and other factors that contribute to
uncertainty and volatility, natural and man-made disasters, civil
unrest, pandemics (such as the COVID-19 pandemic), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent Irish, US or UK administrations; the ability of
WestRock, Smurfit Kappa or, following completion of the
Combination, Smurfit WestRock, to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event, including the ability to function
remotely during long-term disruptions such as the COVID-19
pandemic; the impact of public health crises, such as pandemics
(including the COVID-19 pandemic) and epidemics and any related
company or governmental policies and actions to protect the health
and safety of individuals or governmental policies or actions to
maintain the functioning of national or global economies and
markets; the potential impairment of assets and goodwill; the
scope, costs, timing and impact of any restructuring of operations
and corporate and tax structure; actions by third parties,
including government agencies; a condition to the closing of the
Combination may not be satisfied; the occurrence of any event that
can give rise to termination of the Combination; a regulatory
approval that may be required for the Combination is delayed, is
not obtained in a timely manner or at all or is obtained subject to
conditions that are not anticipated; Smurfit WestRock may be unable
to achieve the synergies and value creation contemplated by the
Combination; Smurfit WestRock’s availability of sufficient cash to
distribute to Smurfit WestRock shareholders in line with current
expectations; Smurfit WestRock may be unable to promptly and
effectively integrate WestRock’s and Smurfit Kappa’s businesses;
failure to successfully implement strategic transformation
initiatives; each of WestRock’s, Smurfit Kappa’s and, following
completion of the Combination, Smurfit WestRock’s management’s time
and attention is diverted on issues related to the Combination;
disruption from the Combination makes it more difficult to maintain
business, contractual and operational relationships; significant
levels of indebtedness; credit ratings may decline following the
Combination; legal proceedings may be instituted against WestRock,
Smurfit Kappa and, following completion of the Combination, Smurfit
WestRock, may be unable to retain or hire key personnel; the
consummation of the Combination may have a negative effect on
Smurfit Kappa’s or WestRock’s share prices, or on their operating
results; the risk that disruptions from the Combination will harm
WestRock’s or Smurfit Kappa’s business, including current plans and
operations; certain restrictions during the pendency of the
Combination that may impact WestRock’s or Smurfit Kappa’s ability
to pursue certain business opportunities or strategic transactions;
Smurfit WestRock’s ability to meet expectations regarding the
accounting and tax treatments of the Combination, including the
risk that the Internal Revenue Service may assert that Smurfit
WestRock should be treated as a US corporation or be subject to
certain unfavorable US federal income tax rules under Section 7874
of the Internal Revenue Code of 1986, as amended, as a result of
the Combination; and other factors such as future market
conditions, currency fluctuations, the behavior of other market
participants, the actions of regulators and other factors such as
changes in the political, social and regulatory framework in which
Smurfit WestRock will operate or in economic or technological
trends or conditions.
None of WestRock, Smurfit Kappa and, following completion of the
Combination, Smurfit WestRock or any of their respective associates
or directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this press release
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with
legal or regulatory obligations, WestRock is under no obligation,
and WestRock expressly disclaims any intention or obligation, to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
No Offer of Securities
This press release does not constitute or form part of any offer
or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to sell, dispose of,
purchase, acquire or subscribe for, any security, including any
Smurfit WestRock shares to be issued to Smurfit Kappa shareholders
and WestRock stockholders in connection with the Combination.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240612797085/en/
Robert Quartaro, 470-328-6979 Vice President, Investor Relations
robert.quartaro@westrock.com
Robby Johnson, 470-328-6979 Senior Manager, Corporate
Communications s-crp-mediainquiries@westrock.com
WestRock (NYSE:WRK)
Historical Stock Chart
From Aug 2024 to Sep 2024
WestRock (NYSE:WRK)
Historical Stock Chart
From Sep 2023 to Sep 2024