7 June
2024
Smurfit Kappa Group
plc
("Smurfit
Kappa")
Intention to Suspend Trading
of Ordinary Shares on Euronext Dublin
Smurfit Kappa confirms its intention
to cancel its secondary listing on Euronext Dublin with effect from
8.00 a.m. on Monday, 8 July 2024, following the expected completion
of the previously announced combination with WestRock Company to
create Smurfit WestRock, which is subject to shareholder approval
and satisfaction of other closing conditions.
Subject to the expected completion
on 5 July
2024:
·
the last day of trading of Smurfit Kappa's
ordinary shares on Euronext Dublin will be Tuesday, 2 July 2024,
with trading suspended from 5:00 p.m. on that day to allow for the
settlement of pending trades and repositioning
instructions;
·
Smurfit Kappa will cancel its secondary listing on
Euronext Dublin with effect from 8:00 a.m. on Monday, 8 July
2024;
·
Smurfit WestRock's ordinary shares will trade on
the New York Stock Exchange with effect from 9:30 a.m. (New York
City Time) on Monday, 8 July 2024; and
·
Smurfit WestRock's ordinary shares will be
admitted to the standard listing segment of the Official List of the Financial Conduct Authority
and commence trading on the main market for listed
securities of the London Stock Exchange, with effect from 8:00 a.m.
on Monday, 8 July 2024.
All dates and times are based on
current expectations and are subject to change. All times shown in this Announcement are UK and Irish times
unless otherwise stated. Any changes to the
above timeline will be notified by announcement through a
Regulatory Information Service.
Further announcements will be made
in due course, as appropriate.
Enquiries
For further information, please
contact:
At
Smurfit Kappa:
At
Davy:
|
Ronan Veale
Brian
Garrahy
Davy
T: +353 1
679 6363
|
|
Additional Information about the Combination and Where to Find
It
In connection with
the announced combination between
Smurfit Kappa and WestRock Company ("WestRock") to create the combined group
of Smurfit WestRock (the "Combined
Group") (the "Combination"),
Smurfit WestRock Limited (which is to be re-registered as an Irish
public limited company and renamed Smurfit WestRock plc prior to
completion of the Combination ("Completion") ("Smurfit WestRock")) has filed with the
US Securities and Exchange Commission (the "US SEC") a registration statement on
Form S-4 (Reg. No. 333-278185) (as amended and as may be further
amended or supplemented from time to time, the "US Registration Statement"), which was
declared effective by the US SEC on 26 April 2024, that includes a
prospectus (the "US
Prospectus") relating to the offer and sale of the Smurfit
WestRock Shares to WestRock stockholders (the "WestRock Shareholders") in connection
with the Combination. In addition, on 26 April 2024, WestRock filed
a separate definitive proxy statement with the US SEC with respect
to the special meeting of WestRock Shareholders in connection with
the Combination (as it may be amended or supplemented from time to
time, the "US Proxy
Statement"). WestRock commenced mailing of the US Proxy
Statement to WestRock Shareholders on or about 1 May 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 US
SEC or the FCA in connection with the Combination.
Before making any voting or
investment decisions, investors, stockholders and shareholders of
Smurfit Kappa and WestRock are urged to read carefully and in their
entirety the Circular, the prospectus published by Smurfit Kappa on
14 May 2024 relating to the Combination (the "UK Prospectus"), the US Registration
Statement, the US Prospectus and the US Proxy Statement, as
applicable, and any other relevant documents that are filed or will
be filed with the FCA or the US 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 US Registration Statement, the
US Prospectus, the US Proxy Statement and other documents filed by
Smurfit WestRock, Smurfit Kappa and WestRock with the US SEC are
available free of charge at the US SEC's website at www.sec.gov. In
addition, investors and shareholders or stockholders are able to
obtain free copies of the US Registration Statement, the US Proxy
Statement and other documents filed with the US 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 US Registration Statement, the US Prospectus, the US Proxy
Statement and other documents filed with the US SEC by Smurfit
WestRock or Smurfit Kappa online at www.smurfitkappa.com/investors,
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, Smurfit WestRock's, Smurfit
Kappa's or WestRock's websites is not incorporated by reference
into this announcement.
Important Information regarding Financial
Advisers
Citigroup Global Markets Limited
("Citi"), which is
authorised by the Prudential Regulation Authority (the
"PRA") and regulated by the
FCA and the PRA in the United Kingdom, is acting as lead financial
adviser and sponsor to Smurfit Kappa and as listing advisor to
Smurfit WestRock and no one else in connection with the
Combination. PJT Partners (UK) Limited ("PJT Partners"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser to Smurfit Kappa and Smurfit WestRock and no one else in
connection with the contents of this announcement and the
Combination. In connection with such matters, Citi and PJT
Partners, their affiliates and their respective directors,
officers, employees and agents will not regard any other person as
a client in relation to the matters set out in this announcement,
nor will they be responsible to anyone other than Smurfit Kappa and
Smurfit WestRock for providing the protections afforded to their
clients or for providing advice in relation to the Combination, the
contents of this announcement or any transaction arrangement or
other matter referred to herein.
Forward-Looking Statements
This announcement and other
statements made or to be made by Smurfit WestRock, Smurfit Kappa
and WestRock relating to the Combination, 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 that are not historical facts, including
statements about the beliefs and expectations of the management of
each of Smurfit WestRock, Smurfit Kappa and WestRock, 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
Smurfit WestRock, Smurfit Kappa and WestRock 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 Kappa and
WestRock. 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 Smurfit
WestRock, Smurfit Kappa and WestRock 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 labour 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 Smurfit Kappa,
WestRock or, following Completion, Smurfit WestRock; the amount and
timing of Smurfit Kappa's, WestRock's and, following Completion,
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 Smurfit
Kappa, WestRock or, following Completion, 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
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 Smurfit Kappa's and WestRock's
businesses; failure to successfully implement strategic
transformation initiatives; each of Smurfit Kappa's, WestRock's
and, following Completion, 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 Smurfit
WestRock, Smurfit Kappa or WestRock; Smurfit Kappa, WestRock and,
following Completion, 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 Smurfit Kappa's or WestRock's business,
including current plans and operations; certain restrictions during
the pendency of the Combination that may impact Smurfit Kappa's or
WestRock'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 unfavourable 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 behaviour
of other market participants, the actions of regulators and other
factors such as changes in the political, social and regulatory
framework in which the Combined Group will operate or in economic
or technological trends or conditions.
None of Smurfit WestRock, Smurfit
Kappa, 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 such forward-looking statements will actually occur. You are
cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with its legal or regulatory
obligations (including under the UK Prospectus Regulation, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules, the
Prospectus Regulation Rules, the UK Market Abuse Regulation and
other applicable regulations), Smurfit Kappa is under no
obligation, and Smurfit Kappa 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 announcement 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 ordinary shares of
Smurfit WestRock, with a nominal value of $0.001 each
("Smurfit WestRock
Shares"), expected to be issued to shareholders of Smurfit
Kappa ("Smurfit Kappa
Shareholders") and WestRock Shareholders in connection with
the Combination. In particular, the issuance of the Smurfit
WestRock Shares in connection with the Combination to Smurfit Kappa
Shareholders has not been, and is not expected to be, registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any other jurisdiction. The Smurfit WestRock Shares to be
issued in connection with the Combination to Smurfit Kappa
Shareholders will be issued pursuant to an exemption from the
registration requirements provided by Section 3(a)(10) of the US
Securities Act based on the approval of the proposed scheme of
arrangement (the "Scheme")
under Section 450 of the Companies Act 2014 of Ireland to effect
the acquisition by Smurfit WestRock of the entire issued share
capital of Smurfit Kappa (the "Smurfit Kappa Share Exchange") under
the terms of the transaction agreement by the Irish High Court.
Section 3(a)(10) of the US Securities Act exempts securities issued
in exchange for one or more bona fide outstanding securities from
the general requirement of registration where the fairness of the
terms and conditions of the issuance and exchange of the securities
have been approved by any court or authorised governmental entity,
after a hearing upon the fairness of the terms and conditions of
the exchange at which all persons to whom securities will be issued
have the right to appear and to whom adequate notice of the hearing
has been given. In determining whether it is appropriate to
authorise the Scheme, the Irish High Court will consider at the
hearing of the motion to sanction the Scheme under Section 453 of
the Irish Companies Act (the "Irish Court Hearing") whether the terms
and conditions of the Scheme are fair to Scheme shareholders. The
Irish High Court will fix the date and time for the Irish Court
Hearing. If the Irish High Court approves the Scheme, its approval
will constitute the basis for the Smurfit WestRock Shares to be
issued without registration under the US Securities Act in reliance
on the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of the US Securities
Act.
Participants in the Solicitation of Proxies
This announcement is not a
solicitation of proxies in connection with the Combination.
However, under US SEC rules, Smurfit WestRock, WestRock, Smurfit
Kappa, and certain of their respective directors, executive
officers and other members of the management and employees may be
deemed to be participants in the solicitation of proxies in
connection with the Combination.
Information about (i) WestRock's
directors is set forth in the section entitled "Board Composition"
on page 8 of WestRock's proxy statement on Schedule 14A filed with
the US SEC on 13 December 2023 and (ii) WestRock's executive
officers is set forth in the section entitled "Executive Officers"
on page 141 of WestRock's Annual Report on Form 10-K (the
"WestRock 2023 Annual
Report") filed with the US SEC on 17 November 2023.
Information about the compensation of WestRock's directors for the
financial year ended 30 September 2023 is set forth in the section
entitled "Director Compensation" starting on page 19 of WestRock's
proxy statement on Schedule 14A filed with the US SEC on 13
December 2023. Information about the compensation of WestRock's
executive officers for the financial year ended 30 September 2023
is set forth in the section entitled "Executive Compensation
Tables" starting on page 38 of WestRock's proxy statement on
Schedule 14A filed with the US SEC on 13 December 2023.
Transactions with related persons (as defined in Item 404 of
Regulation S-K promulgated under the US Securities Act) are
disclosed in the section entitled "Certain Relationships and
Related Person Transactions" on page 20 of WestRock's proxy
statement on Schedule 14A filed with the US SEC on 13 December
2023. Information about the beneficial ownership of WestRock's
securities by WestRock's directors and named executive officers as
of 22 April 2024 is set forth in the section entitled "Security
Ownership of Certain Beneficial Holders, Directors and Management
of WestRock" starting on page 277 of each of the US Proxy Statement
and the US Prospectus. As of 22 April 2024, none of the
participants (within the meaning of Rule 13d¬3 under the Securities
Exchange Act of 1934, as amended) owned more than 1% of shares of
WestRock. Other information regarding certain participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise are contained in the
section entitled "Interests of WestRock's Directors and Executive
Officers in the Combination" beginning on page 139 of each of the
US Prospectus and the US Proxy Statement.
Information about Smurfit Kappa's
directors and executive officers is set forth in the section
entitled "Board of Directors," starting on page 112 of Smurfit
Kappa's 2023 Annual Report (the "Smurfit Kappa 2023 Annual Report")
published on Smurfit Kappa's website on 15 March 2024, which was
filed with the FCA on 15 March 2024 and Euronext Dublin in Ireland
on 15 March 2024. Information about the compensation of Smurfit
Kappa executive officers and directors is set forth in the
remuneration report starting on page 129 of the Smurfit Kappa 2023
Annual Report. Transactions with related persons (as defined under
Paragraph 24 of the International Accounting Standards) are
disclosed in the subsection entitled "Related Party Transactions"
to the section entitled "Notes to the Consolidated Financial
Statements," on page 223 of the Smurfit Kappa 2023 Annual Report.
Information about the beneficial ownership of Smurfit Kappa's
securities by Smurfit Kappa's directors and executive officers is
set forth in the sections entitled "Executive Directors' Interests
in Share Capital at 31 December 2023" on page 147 and
"Non-executive Directors' Interests in Share Capital at 31 December
2023" on page 150 of the Smurfit Kappa 2023 Annual
Report.
Information about the expected
beneficial ownership of Smurfit WestRock securities by the
individuals who are expected to be executive officers and directors
of Smurfit WestRock at Completion is set forth in the section
entitled "Security Ownership of Certain Beneficial Holders,
Directors and Management of Smurfit WestRock" beginning on page 279
of each of the US Prospectus and the US Proxy Statement.
Information required by Item 402 of the SEC's Regulation S-K with
respect to the executive officers of Smurfit WestRock who served as
executives of Smurfit Kappa during Smurfit Kappa's fiscal year
2023, as well as a description of certain post-Completion
compensation arrangements that are expected to apply to the
executive officers of Smurfit WestRock, is set forth in the section
entitled "Executive Compensation" beginning on page 327 of each of
the US Prospectus and the US Proxy Statement.
Other
The contents of this announcement
are not to be construed as legal, business or tax advice. Each
investor, stockholder or shareholder should consult its own legal
adviser, financial adviser or tax adviser for legal, financial or
tax advice, respectively.
