WestRock Company 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 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 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.

Contacts
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

 

Source:businesswire.com

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