WestRock enters merger agreement with Smurfit Kappa

In a regulatory filing, WestRock entered into a transaction agreement with Smurfit Kappa Group, a public limited company incorporated in Ireland, Cepheidway, a private limited company incorporated in Ireland and Sun Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of ListCo. The agreement provides, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, that pursuant to a scheme of arrangement each issued ordinary share of Smurfit Kappa will be exchanged for one ordinary share of ListCo, as a result of which Smurfit Kappa will become a wholly owned subsidiary of ListCo, and following the implementation of the scheme, Merger Sub will merge with and into the company, with the company surviving the merger as a wholly owned subsidiary of ListCo. As a result of the merger, each share of common stock, par value $0.01 per share, of the company, other than shares of company common stock issued and outstanding immediately prior to the merger effective time and held by a holder of record who does not vote in favor of the approval and adoption of the Agreement and properly demands appraisal of such shares, will be converted into the right to receive one ListCo Share and $5.00 in cash and all shares of company common stock owned by the company, any subsidiary of the company, Smurfit Kappa, Merger Sub or any of their respective Subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor. Following the completion of the transaction, former Smurfit Kappa shareholders are expected to hold approximately 50.4% of ListCo and former stockholders of the company are expected to hold approximately 49.6% of ListCo. Following completion of the transaction, it is expected that the ListCo Shares would be registered under the Exchange Act and listed on the New York Stock Exchange and listed on the Standard Listing segment of the Official List of the Financial Conduct Authority, or FCA, and admitted to trading on the main market for listed securities of the London Stock Exchange, or LSE.