425: Smurfit Kappa Receives Irish High Court Sanction for WestRock Combination Scheme

The Irish High Court has sanctioned the scheme of arrangement for the proposed combination of Smurfit Kappa and WestRock, paving the way for the creation of Smurfit WestRock.

Summary

• The Irish High Court sanctioned the scheme of arrangement for the combination of Smurfit Kappa and WestRock on July 2, 2024.
• Trading of Smurfit Kappa shares on Euronext Dublin ceased on July 2, 2024, at 5:00 p.m.
• Trading of Smurfit Kappa shares on the London Stock Exchange (LSE) will continue until July 5, 2024, at 4:30 p.m.
• The scheme is expected to become effective on July 5, 2024, at 5:00 p.m. (New York City time).
• Smurfit WestRock shares will be allotted and issued to Scheme Shareholders following the scheme's effectiveness.
• Smurfit Kappa shares will be delisted from the FCA and Euronext Dublin on July 8, 2024, at 8:00 a.m.
• Smurfit WestRock shares will be admitted to the standard listing segment of the FCA and commence trading on the LSE on July 8, 2024, at 8:00 a.m.
• Smurfit WestRock shares will trade on the New York Stock Exchange (NYSE) starting July 8, 2024, at 9:30 a.m. (New York City time).

Sentiment

Score: 8

Explanation: The announcement is positive as it confirms a key milestone in the merger process. The clear timeline provided reduces uncertainty, contributing to a favorable sentiment.

Positives

• The sanction by the Irish High Court is a significant step forward in completing the combination of Smurfit Kappa and WestRock.
• The announcement provides a clear timeline for the delisting of Smurfit Kappa shares and the listing of Smurfit WestRock shares on multiple exchanges.

Risks

• The announcement notes that all dates and times are based on current expectations and are subject to change.
• The document contains forward-looking statements that are subject to various risks and uncertainties, including economic conditions, market competition, and regulatory changes.
• The company acknowledges risks related to integrating the businesses of Smurfit Kappa and WestRock, which could impact the realization of expected synergies.

Future Outlook

The document outlines the expected timeline for the completion of the combination, including the delisting of Smurfit Kappa shares and the listing of Smurfit WestRock shares on the LSE and NYSE. Further announcements will be made as appropriate.

Industry Context

This announcement is a key step in the ongoing consolidation within the paper and packaging industry, as Smurfit Kappa and WestRock aim to create a global leader through their combination.

Stakeholder Impact

• Shareholders of Smurfit Kappa will receive Smurfit WestRock shares.
• Shareholders of WestRock will receive Smurfit WestRock shares.
• The combination is expected to create a stronger, more competitive company, potentially benefiting employees and customers.

Next Steps

• Finalize the delisting of Smurfit Kappa shares from Euronext Dublin and the LSE.
• Complete the listing of Smurfit WestRock shares on the LSE and NYSE.
• Allot and issue Smurfit WestRock shares to Scheme Shareholders.
• Monitor and announce any changes to the timeline through a Regulatory Information Service.

Key Dates