425: Smurfit Kappa Shareholder Meetings Approve WestRock Combination

Smurfit Kappa shareholders have approved the proposed combination with WestRock at both the Scheme Meeting and Extraordinary General Meeting (EGM).

Summary

• Smurfit Kappa Group plc announced that shareholders approved the Scheme Resolution and EGM Resolutions related to the proposed combination with WestRock.
• The approvals were secured at the Scheme Meeting and the EGM held earlier today.
• Details of the resolutions are available in the shareholder circular published on 14 May 2024.
• The combination is still subject to certain conditions, including sanction by the Irish High Court.
• A further announcement will be made following the Irish High Court's decision.
• The expected timetable of principal events is provided, with all dates and times indicative and subject to change.
• Key upcoming dates include the last day of trading in Smurfit Kappa shares on Euronext Dublin (2 July 2024) and the expected Scheme Effective Date/Completion (5 July 2024).

Sentiment

Score: 7

Explanation: The announcement is positive as it confirms shareholder approval, a key step in the merger process. However, the deal is still subject to court approval and other conditions, introducing some uncertainty.

Positives

• Shareholder approval removes a key hurdle for the Smurfit Kappa and WestRock combination.
• The timetable provides clarity on the expected completion date and related events.
• The availability of detailed information on the Smurfit Kappa website and through SEC filings ensures transparency for investors.

Negatives

• The combination is still subject to conditions, including the Irish High Court's sanction, introducing uncertainty.
• The timetable is indicative and subject to change, which could cause potential delays.
• Forward-looking statements involve risks and uncertainties that could affect actual results.

Risks

• The combination is subject to the sanction of the Scheme by the Irish High Court.
• The timetable is indicative and subject to change based on the satisfaction of closing conditions.
• Forward-looking statements involve known and unknown risks and uncertainties, including economic conditions, competition, and regulatory changes.
• Failure to achieve the anticipated synergies and value creation from the combination is a risk.
• Integration of Smurfit Kappa's and WestRock's businesses may face challenges.
• Legal proceedings may be instituted against Smurfit WestRock, Smurfit Kappa, or WestRock.

Future Outlook

The completion of the combination remains subject to certain conditions, including the sanction of the Scheme by the Irish High Court, with an expected completion date of 5 July 2024.

Industry Context

This merger reflects a trend towards consolidation in the paper and packaging industry, aiming to create a larger, more competitive entity with increased market share and potential synergies.

Stakeholder Impact

• Shareholders of Smurfit Kappa and WestRock will receive shares in the combined entity, Smurfit WestRock.
• Employees may experience changes related to the integration of the two companies.
• Customers and suppliers could see changes in the combined company's operations and strategies.
• The combination could lead to synergies and cost savings, potentially benefiting creditors.

Next Steps

• Obtain sanction of the Scheme by the Irish High Court.
• Complete the Combination.
• Issue Smurfit WestRock Shares to Smurfit Kappa Shareholders and WestRock Shareholders.
• Delist Smurfit Kappa Shares from Euronext Dublin and the LSE.
• Admit and commence dealings in Smurfit WestRock Shares on the LSE and NYSE.

Key Dates