공시 • Jul 06
Smurfit Kappa Group Plc (ISE:SK3) completed the acquisition of WestRock Company (NYSE:WRK) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenhaven Associates Inc and Others.
Smurfit Kappa Group Plc (ISE:SK3) entered into a definitive transaction agreement to acquire WestRock Company (NYSE:WRK) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenhaven Associates Inc and Others for $11.5 billion on September 7, 2023. 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. The Transaction will involve the creation of a new holding company for the combined Smurfit WestRock. Smurfit WestRock will be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and its North and South American operations will be headquartered in Atlanta, Georgia. 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. Smurfit WestRock will be led by Irial Finan as Chair, Tony Smurfit as CEO, with Ken Bowles as CFO. The Board of Smurfit WestRock will consist of 6 WestRock Directors and 8 Smurfit Kappa Directors, including Irial Finan, Tony Smurfit and Ken Bowles. Smurfit WestRock’s ordinary shares will be listed on the New York Stock Exchange (NYSE) and Smurfit WestRock will seek U.S. equity index inclusion as soon as possible thereafter, Smurfit Kappa’s ordinary shares will be delisted from the premium segment of the Official List of the UK Financial Conduct Authority (the “FCA”) and cancelled from admission to trading on the Main Market of the London Stock Exchange (LSE), and Smurfit Westrock’s ordinary shares will be listed on the standard segment of the Official List of the FCA and admitted to trading on the Main Market of the LSE, Smurfit Kappa will delist from Euronext Dublin. Smurfit Kappa Treasury Unlimited Company, a wholly-owned subsidiary of Smurfit Kappa, has entered into a commitment letter providing for a committed bridge facility with affiliates of Citigroup Global Markets Limited (“Citi”) which includes financing to fund the cash portion of the Transaction. Smurfit Kappa expects any drawings to be refinanced through debt capital markets or other financing sources. In case of termination, Smurfit Kappa will pay a termination amount of $100 million to WestRock, or WestRock will pay a termination amount of $147 million to Smurfit Kappa.
Transaction is subject to approval by 75% or more in value of the Smurfit Kappa Shares held by such shareholders of Smurfit Kappa that are present and voting at the Court Meeting; approval by stockholders of WestRock of the Transaction; The FCA having acknowledged that the application for admission of Smurfit WestRock’s ordinary shares to the standard segment of the Official List has been approved and will become effective, and the LSE having acknowledged that Smurfit WestRock’s ordinary shares will be admitted to trading on the Main Market, subject only to the issuance of Smurfit WestRock shares upon completion of the Transaction; the registration statement for the offer of Smurfit WestRock shares being declared effective by the SEC and the New Shares being approved for listing on the NYSE; sanction of the Scheme by the Irish High Court; relevant regulatory approvals being obtained, including in the EU and the U.S. and other customary closing conditions. The Boards of Directors of both Smurfit Kappa and WestRock have unanimously approved the Transaction and resolved to recommend that their respective shareholders vote in favor of the Transaction. On June 13, 2024 WestRock shareholders voted in favor of the transaction. As of April 8, 2024, The European Commission given the go-ahead to the transaction. Combination is expected to close in the second quarter of calendar year 2024. Transaction is expected to be high single digit accretive to Smurfit Kappa’s earnings per share on a pre-synergy basis and in excess of 20% including run-rate synergies by the end of first full year following completion. The transaction is expect to close in early July 2024. As of June 27, 2024, Smurfit Kappa gets regulatory clearances for combination with WestRock. Remains on track to close on July 5.
Samuel Norris and Michael Kazakevich of Ropes & Gray acted as legal advisors to Smurfit Kappa. David Fitzgibbon, David Jones, Susanne McMenamin, John Ryan, Philip Tully, Tomas Bailey, Matthew Broadstock, Kate McKenna, Christian Donagh and Maireadh Dale of Matheson LLP acted as legal advisor to Smurfit Kappa. David Byers, Stephen FitzSimons, Gary McSharry and Alan Heuston of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Smurfit Kappa. Enoch Varner and David Brinton of Clifford Chance US LLP acted as legal advisor to WestRock Company. Steven Fox, Simon Thomas, Greg Olsen and Nick Kinnersley of Clifford Chance LLP acted as legal advisor to Westrock. Andrew J. Pitts, Richard Hall, George E. Zobitz, Christopher J. Kelly, J. Leonard Teti II, Andrew T. Davis, Matthew J. Bobby, Gary A. Bornstein, Noah Joshua Phillips, Jesse M. Weiss, Benjamin G. Joseloff, Matthew Morreale and Matthew L. Ploszek of Cravath, Swaine & Moore LLP acted as legal advisor to Westrock. Laura Turano, Cristina Amodeo, Scott Barshay, Christodoulos Kaoutzanis, John Kennedy, Caith Kushner, Patricia Vaz de Almeida, Elizabeth Scherer, Jason Tyler, Jarrett Hoffman, Brian Krause, Sarah Katz, Joshua Soven, Scott Sher, Geoffrey Chepiga, John Carlin, Andre Bouchard, Peter Jaffe, Steven Herzog, Claudine Meredith-Goujon, Peter Fisch, David Carmona, Manuel Frey, Charles Pesant, William O’Brien and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Westrock.
Citi is acting as lead financial advisor and sponsor to Smurfit Kappa. PJT Partners (UK) Limited ("PJT Partners") is also acting as financial advisor to Smurfit Kappa. Wachtell, Lipton, Rosen & Katz acting as legal counsel to Smurfit Kappa. Evercore Group L.L.C. (“Evercore”) is serving as financial advisor to the Board of Directors of WestRock, Lazard Frères & Co. LLC (“Lazard”) is serving as financial advisor to WestRock. Goldman, Sachs & Co. also provided financial advice to WestRock. Evercore Group L.L.C. and Lazard Frères & Co. LLC acted as fairness opinion providers to the board of WestRock. David Campbell, John Kicken, Ilona Potiha Laor and Elizabeth Leckie of Allen & Overy acted as legal advisors to Citi in the transaction. Jeffrey Spigel of King & Spalding LLP acted as an antitrust advisor to WestRock. WestRock has retained Innisfree as its proxy solicitor. Innisfree will receive an estimated fee not to exceed $35,000 plus reimbursement. WestRock agreed to pay Lazard a fee for such services estimated to be, approximately $55 million, $5 million of which was payable upon Lazard rendering its opinion and the remainder of which is contingent upon the closing of the Combination. WestRock has agreed to pay Evercore a fee for its services in the aggregate amount of $60 million, of which (i) $5 million was paid upon delivery of Evercore’s opinion in connection with the Transaction. Citigroup Global Markets Limited acted as due diligence provider to Smurfit and Evercore Group L.L.C. and Lazard Freres & Co. LLC acted as due diligence providers WestRock. Computershare Trust Company, National Association acted as transfer agent and McCann FitzGerald LLP acted as legal advisor to WestRock.
Smurfit Kappa Group Plc (ISE:SK3) completed the acquisition of WestRock Company (NYSE:WRK) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenhaven Associates Inc and Others on July 5, 2024.