WestRock, Smurfit Kappa in talks over key terms of potential combination

Last night, Smurfit Kappa (SMFKY) confirmed that the boards of directors of Smurfit Kappa and WestRock Company (WRK are discussing the key terms of a potential combination to create Smurfit WestRock. The Potential Combination would be expected to involve the creation of a new holding company, Smurfit WestRock. Smurfit WestRock would be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and North and South American operations headquartered in Atlanta, Georgia. The Potential Combination would be effected through an Irish scheme of arrangement involving Smurfit Kappa and a merger of a subsidiary with WestRock. Any such combination would result in WestRock shareholders receiving consideration consisting primarily of shares of the Combined Group. Following completion of the Potential Combination: Smurfit WestRock’s ordinary shares would be listed on the New York Stock Exchange and the Combined Group would seek U.S. equity index inclusion as soon as possible thereafter. Smurfit Kappa’s premium listing on the London Stock Exchange is expected to be cancelled and the Combined Group is expected to list on the standard listing segment. Smurfit Kappa would de-list from Euronext Dublin. The Combined Group would be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and North and South American operations headquartered in Atlanta, Georgia. Discussions between the parties remain ongoing regarding the Potential Combination. Smurfit Kappa and WestRock are engaged in a mutual due diligence process. The definitive terms and conditions of any transaction will be set out in a further announcement. Any Potential Combination would be conditional, inter alia, upon the approval by shareholders of Smurfit Kappa and WestRock and receipt of required regulatory clearances as well as other customary conditions. There can be no certainty that the Potential Combination or any other transaction between the parties will be agreed or will occur. This announcement has been made with the consent of WestRock. Further announcements may be made as and when appropriate.