Following the announcement of a possible combination, the Boards of Smurfit Kappa and WestRock have confirmed the signing of a definitive transaction agreement to create Smurfit WestRock.
The Boards of Smurfit Kappa and WestRock see compelling strategic, commercial and financial rationale for combining Smurfit Kappa and WestRockâs highly complementary paper-based packaging companies to create a global leader in sustainable packaging.
Under the terms of the Agreement, for each share of common stock of WestRock, the common stockholders of WestRock will receive one new Smurfit WestRock share and $5.00 in cash.
This represents:
- Total consideration to WestRock stockholders equivalent to $43.51 per WestRock Share, based on the closing share price of Smurfit Kappa ordinary shares on 11 September 2023, being the last closing price prior to this announcement (and converted to U.S. Dollars using an exchange rate of 1.075x, being the exchange rate on 11 September 2023); and
- Combining Smurfit Kappa and WestRock on equivalent enterprise value to adjusted EBITDA multiples.
Smurfit Kappa shareholders will receive one New Share for each ordinary share in Smurfit Kappa. Immediately following completion of the Combination, Smurfit Kappa shareholders and WestRock stockholders are expected to own approximately 50.4% and 49.6% of Smurfit WestRock, respectively, based on the current number of shares outstanding of both Smurfit Kappa and WestRock as of the date of this announcement.
