REG-Smurfit Kappa Group PLC Trading Statement

Smurfit KappaAnnouncement

02/05/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240502:nBw8lGCdLa&default-theme=true


Trading Statement

 
 Press Release  


2 May: Smurfit Kappa Group plc (‘SKG’, 'Smurfit Kappa' or ‘the Group’)
today announced a trading update for the 3 months to 31 March 2024.

Key Points:


 * Revenue of €2.7 billion

 * EBITDA of €487 million with an EBITDA margin of 18.0%

 * Continuing corrugated box volume growth as anticipated

 * Highly successful bond offering of US$2.75 billion

 * Smurfit WestRock integration planning progressing well

Tony Smurfit, Group CEO, commented:

“Smurfit Kappa Group has delivered a very strong first quarter. These
results reflect the continuing benefits of our multi-year capital plans and
the dedication and commitment of our people, providing the most sustainable
and innovative packaging solutions for our customers.

“The Group reported revenue of €2.7 billion, EBITDA of €487 million and
an EBITDA margin of 18.0%.

“Box demand has continued to improve with volume growth in Europe and the
Americas of approximately 3% and 2% respectively.

“The Group recently announced the closure of a triple tranche bond offering,
comprising $750 million notes due 2030, $1 billion due 2034 and $1 billion due
2054 at coupons of 5.200%, 5.438% and 5.777% respectively.

“Our integration planning with WestRock is progressing well and as expected.
We remain on-track to complete the transaction in early July (1).

“SKG has once again delivered. Due to our investment program in recent years
and set against an improving industry backdrop with long-term positive
structural trends, our combination with WestRock creates a global leader in
innovative and sustainable packaging with a very exciting future for all
stakeholders.”

(1) Conditional upon regulatory approvals, shareholder approvals and
satisfaction of other closing conditions.

About Smurfit Kappa

Smurfit Kappa, a FTSE 100 company, is one of the leading providers of
paper-based packaging solutions in the world, with approximately 47,000
employees in over 350 production sites across 36 countries and with revenue of
€11.3 billion in 2023. We are located in 22 countries in Europe, 13 in the
Americas and one in Africa. We are the only large‑scale pan-regional player
in Latin America. Our products, which are 100% renewable and produced
sustainably, improve the environmental footprint of our customers.

With our proactive team, we relentlessly use our extensive experience and
expertise, supported by our scale, to open up opportunities for our customers.
We collaborate with forward-thinking customers by sharing superior product
knowledge, market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio of
paper-based packaging solutions, which is constantly updated with our
market-leading innovations.

This is enhanced through the benefits of our integration, with optimal paper
design, logistics, timeliness of service, and our packaging plants sourcing
most of their raw materials from our own paper mills.

We have a proud tradition of supporting social, environmental and community
initiatives in the countries where we operate. Through these projects we
support the UN Sustainable Development Goals, focusing on where we believe we
have the greatest impact.

Follow us on LinkedIn
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.linkedin.com%2Fcompany%2Fsmurfit-kappa-group%2F&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=LinkedIn&index=1&md5=5d22d242298588447662fa53c5d5dff7)
, Twitter
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Ftwitter.com%2Fsmurfitkappa&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=Twitter&index=2&md5=c93388c0d76181d920b81c260b93c8b3)
, Facebook
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fm.facebook.com%2FSmurfitKappaGroup%2F&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=Facebook&index=3&md5=f2621ed7b06b16c0725e1e57d1092f98)
, YouTube
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.youtube.com%2Fuser%2FSmurfitKappaGroup&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=YouTube&index=4&md5=fe72f2a75985bdc2c6e13ef7d830d68b)
.

smurfitkappa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.smurfitkappa.com%2F&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=smurfitkappa.com&index=5&md5=e022da6f34b59de6f02d59637fbf3e14)
 Contacts                                                                                                                                
 Ciarán Potts                                              Melanie Farrell                                                               
 
                                                         
                                                                             
 
Smurfit Kappa                                            
FTI Consulting                                                               
 
                                                         
                                                                             
 
T: +353 1 202 71 27                                      
T: +353 86 401 5250                                                          
 
                                                         
                                                                             
 
E: ir@smurfitkappa.com (mailto:ir@smurfitkappa.com)      
E: smurfitkappa@fticonsulting.com (mailto:smurfitkappa@fticonsulting.com)    


Important Additional Information

Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose possession this
announcement or other information referred to herein should inform themselves
about, and observe, any restrictions in such laws or regulations.

This announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom, the United States and
Ireland and information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of jurisdictions outside the United Kingdom, the United
States or Ireland.

Subject to the Market Abuse Regulation and the UK Financial Conduct Authority
(the “FCA”) Disclosure Guidance and Transparency Rules and the UK Listing
Rules, the delivery of this announcement shall not create any implication that
there has been no change in the affairs of Smurfit Kappa since the date of
this announcement or that the information in this announcement is correct as
at any time subsequent to its date.

Additional Information about the Proposed Combination and Where to Find It

In connection with the proposed combination (the “Combination”) of Smurfit
Kappa Group plc (“Smurfit Kappa”) and WestRock Company (“WestRock”),
the entity which will ultimately own the combined businesses of Smurfit Kappa
and WestRock following the Combination (“Smurfit WestRock”) has filed a
registration statement on Form S-4 (Reg. No. 333-278185) (as amended and as
may be further amended from time to time) (the "US Registration Statement")
with the U.S. Securities and Exchange Commission (the "SEC"). The US
Registration Statement includes a prospectus relating to the offer and sale of
the shares of Smurfit WestRock (the “Smurfit WestRock Shares”) to WestRock
stockholders pursuant to the Combination that will be registered pursuant to
the US Securities Act of 1933, as amended (the "US Securities Act"). The US
Registration Statement was declared effective by the SEC on 26 April 2024. In
addition, on 26 April 2024, WestRock filed a separate definitive proxy
statement with the SEC with respect to the special meeting of WestRock
stockholders in connection with the Combination (as it may be amended or
supplemented from time to time, the "Proxy Statement"). WestRock commenced
mailing of the Proxy Statement to WestRock stockholders on or about 1 May
2024. Smurfit Kappa will also publish a shareholder circular approved by the
FCA, which will be sent to Smurfit Kappa’s shareholders or otherwise made
available in accordance with Smurfit Kappa’s articles of association and the
UK Listing Rules. Smurfit WestRock will publish a prospectus approved by the
FCA, which will be made available in accordance with Rule 3.2 of the UK
Prospectus Regulation Rules (the “UK listing prospectus”). This
announcement is not a substitute for any registration statement, proxy
statement/prospectus, UK listing prospectus or other document Smurfit Kappa,
WestRock and/or Smurfit WestRock have filed or may file with the SEC or
applicable securities regulators in the United Kingdom and Ireland 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 REGISTRATION
STATEMENT, THE PROXY STATEMENT, THE SHAREHOLDER CIRCULAR AND THE UK LISTING
PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN THE UNITED
KINGDOM AND IRELAND, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, IN CONNECTION WITH THE COMBINATION WHEN THEY BECOME AVAILABLE, AS
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SMURFIT KAPPA,
WESTROCK, SMURFIT WESTROCK, THE COMBINATION AND RELATED MATTERS. The US
Registration Statement, Proxy Statement and other documents filed by Smurfit
Kappa, WestRock and Smurfit WestRock with the SEC, when filed, are available
free of charge at the SEC’s website at www.sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=www.sec.gov&index=6&md5=862244ab5751f0c475cb80241075cdd6)
. In addition, investors and shareholders are able to obtain free copies of
the proxy statement/prospectus and other documents filed with the SEC by
WestRock online at ir.westrock.com/ir-home/, upon written request delivered to
1000 Abernathy Road, Atlanta, Georgia or by calling (770) 448-2193, and are
able to obtain free copies of the registration statement, proxy
statement/prospectus, shareholder circular, UK listing prospectus and other
documents which will be filed with the SEC and applicable securities
regulators in the United Kingdom and Ireland by Smurfit WestRock or Smurfit
Kappa online at www.smurfitkappa.com/investors
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.smurfitkappa.com%2Finvestors&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=www.smurfitkappa.com%2Finvestors&index=7&md5=5afc5a06c429a6c975a96ac433ee0dd7)
, 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 Kappa’s or WestRock’s website is not
incorporated by reference into this announcement.

This announcement is for informational purposes only and is not intended to,
and shall not, constitute an offer to sell or buy or the solicitation of an
offer to sell or buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to appropriate registration or qualification under the
securities laws of any such jurisdiction. No offering of securities in the
United States shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation of Proxies

This announcement is not a solicitation of proxies in connection with the
Combination. However, under SEC rules, Smurfit Kappa, WestRock, Smurfit
WestRock, 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 SEC on December 13, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000119312523293896%2Fd862309ddef14a.htm%23rom862309_12&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=8&md5=d91cfb367ce2b95a8e09019fb1f5c8a0)
) 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 SEC on
November 17, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000095017023064855%2Fwrk-20230930.htm%23item_10_directors_executive_ficers_corpo&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=9&md5=515d88219f7a70a94c1e6fe35fd61e07)
). Information about the compensation of WestRock’s directors is set forth
in the section entitled “Director Compensation” starting on page 19 of
WestRock’s proxy statement on Schedule 14A filed with the SEC on December
13, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000119312523293896%2Fd862309ddef14a.htm%23rom862309_14&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=10&md5=098c1c88af72495de6ec44f3d37271d1)
) and on WestRock’s current report on Form 8-K filed with the SEC on
December 15, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000095014223002987%2Feh230430357_8k.htm&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=11&md5=8ae02e25c157d650a32b836283c64446)
). Information about the compensation of WestRock’s executive officers 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 SEC
on December 13, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000119312523293896%2Fd862309ddef14a.htm%23rom862309_29&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=12&md5=a6ef6e07f2dc421823787bb0319aa9af)
). Transactions with related persons (as defined in Item 404 of Regulation S-K
promulgated under the Securities Act of 1933, as amended) 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 SEC
on December 13, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000119312523293896%2Fd862309ddef14a.htm%23rom862309_15&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=13&md5=631af867bcba6276060aecd43287af7d)
). Information about the beneficial ownership of WestRock’s securities by
WestRock’s directors and named executive officers is set forth in the
section entitled “Beneficial Ownership of Common Stock” starting on page
53 of WestRock’s proxy statement on Schedule 14A filed with the SEC on
December 13, 2023 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F1732845%2F000119312523293896%2Fd862309ddef14a.htm%23rom862309_46&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=14&md5=b4a49ab1c054907c5f175083174817cb)
). As of January 29, 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 common stock, par value $0.01 per share, of WestRock.

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 March 15, 2024 (and
available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Fie%2Finvestors%2F-%2Fm%2Ffiles%2Fpublications---global%2Ffinancial-reports%2Fsmurfit_kappa_annual_report_2023.pdf%3Frev%3D-1%26hash%3D3D9CDF1F9A42F87CE7E674BEB25E368B&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=15&md5=f3ce0020f4371b68559638fd96360b41)
) which was filed with the FCA in the United Kingdom on March 15, 2023 and
Euronext Dublin in Ireland on March 15, 2023. 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 (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Fie%2Finvestors%2F-%2Fm%2Ffiles%2Fpublications---global%2Ffinancial-reports%2Fsmurfit_kappa_annual_report_2023.pdf%3Frev%3D-1%26hash%3D3D9CDF1F9A42F87CE7E674BEB25E368B&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=16&md5=cc39dc0c760ab7ee6561671e5a8adefb)
). 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 pages 219 and 223 of the Smurfit
Kappa 2023 Annual Report (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Fie%2Finvestors%2F-%2Fm%2Ffiles%2Fpublications---global%2Ffinancial-reports%2Fsmurfit_kappa_annual_report_2023.pdf%3Frev%3D-1%26hash%3D3D9CDF1F9A42F87CE7E674BEB25E368B&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=17&md5=3a81124c198fb8bb1e76b126dafaf2a1)
). Information about the beneficial ownership of Smurfit Kappa’s securities
by Smurfit Kappa’s directors and executive officers is set forth in the
section entitled “Executive Directors’ Interests in Share Capital at 31
December 2023,” on page 147 of the Smurfit Kappa 2023 Annual Report (and
available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Fie%2Finvestors%2F-%2Fm%2Ffiles%2Fpublications---global%2Ffinancial-reports%2Fsmurfit_kappa_annual_report_2023.pdf%3Frev%3D-1%26hash%3D3D9CDF1F9A42F87CE7E674BEB25E368B&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=18&md5=85a05a7cafa510cb821f9c86a70b93f6)
). Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the Combination
will be included in the proxy statement/prospectus and other relevant
materials filed with the SEC when they become available.

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 (available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2005951%2F000110465924052947%2Ftm243828-17_424b3.htm%23tSODM&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=19&md5=1cc672f424af59e7d5db77d627ba8c29)
) and the Proxy Statement (available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2005951%2F000110465924052947%2Ftm243828-17_424b3.htm&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=20&md5=9451e7c9d83eb559605e8aac4bb3b1de)
). Information required by Item 402 of the SEC's Regulation S-K with respect
to the executive officers of Smurfit WestRock, as well as a description of
certain post-Completion compensation arrangements that are expected to apply
to the executive officers who served as executives of Smurfit Kappa during
Smurfit Kappa's fiscal year 2023, is set forth in the section entitled
“Executive Compensation” beginning on page 327 of each of the US
Prospectus (available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2005951%2F000110465924052947%2Ftm243828-17_424b3.htm%23tEXCO&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=21&md5=6fa667a3cb44e8a9244925dedb4223f2)
) and the Proxy statement (available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2005951%2F000110465924052947%2Ftm243828-17_424b3.htm%23tEXCO&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=22&md5=6751f9d4fbbd6dac4211faa96417c86e)
).

Forward-Looking Statements

This announcement contains forward-looking statements as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally
include statements regarding the Combination between WestRock and Smurfit
Kappa, including any statements 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
WestRock’s and Smurfit Kappa’s future expectations, beliefs, plans,
objectives, results of operations, financial condition and cash flows, or
future events or performance. Forward-looking statements can sometimes be
identified by the use of forward-looking terms such as “believes,”
“expects,” “may,” “will,” “shall,” “should,” “would,”
“could,” “potential,” “seeks,” “aims,” “projects,”
“predicts,” “is optimistic,” “intends,” “plans,”
“estimates,” “targets,” “anticipates,” “continues” or other
comparable terms or negatives of these terms or other variations or comparable
terminology or by discussions of strategy, plans, objectives, goals, future
events or intentions, but not all forward-looking statements include such
identifying words.

Forward-looking statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be achieved and
therefore, actual results may differ materially from any plans, estimates or
expectations in such forward-looking statements. Important factors that could
cause actual results to differ materially from such plans, estimates or
expectations include: a condition to the closing of the Combination may not be
satisfied; the occurrence of any event that can give rise to termination of
the Combination; 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 Kappa is
unable to achieve the synergies and value creation contemplated by the
Combination; Smurfit WestRock’s availability of sufficient cash to
distribute to its shareholders in line with current expectations; Smurfit
Kappa is unable to promptly and effectively integrate WestRock’s businesses;
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; credit ratings
decline following the Combination; legal proceedings are instituted against
Smurfit Kappa or WestRock; Smurfit Kappa or WestRock are unable to retain or
hire key personnel; the announcement or the consummation of the Combination
has a negative effect on the market price of the capital stock of Smurfit
Kappa or WestRock or on Smurfit Kappa or WestRock’s operating results;
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 (e.g.,
the coronavirus (COVID-19) pandemic (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, U.S. or U.K. administrations; the ability of Smurfit Kappa or 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; actions by third parties, including government agencies; 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 Kappa’s or WestRock’s ability to meet
expectations regarding the accounting and tax treatments of the Combination;
the risks and uncertainties discussed in the “Risks and Uncertainties”
section in Smurfit Kappa’s reports available on the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&index=23&md5=88b045cb3dd3e0c9c081cb8f8f2ee826)
and on its website at https://www.smurfitkappa.com/investors
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors&index=24&md5=b80914c4e43c6cbbb9c2c6dfaadffe52)
; and the risks and uncertainties discussed in the “Risk Factors” and
“Information Regarding Forward-Looking Statements” sections in the
WestRock 2023 Annual Report (and available here
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2Fix%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001732845%2F000095017023064855%2Fwrk-20230930.htm&esheet=53970066&newsitemid=20240501026122&lan=en-US&anchor=here&index=25&md5=cb663237e5a565038d2c61ee6ce569a7)
). These risks, as well as other risks associated with the Combination, will
be more fully discussed in the proxy statement/prospectus, the shareholder
circular, the UK listing prospectus and the other relevant materials filed
with the SEC and applicable securities regulators in the United Kingdom. The
list of factors presented here should not be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of forward-looking
statements. We caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future performance or
outcomes and that actual performance and outcomes, including, without
limitation, the actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. Except as required
by law, none of Smurfit Kappa, WestRock or Smurfit WestRock assume any
obligation to update or revise the information contained herein, which speaks
only as of the date hereof.

The forward-looking statements in this announcement do not constitute reports
or statements published in compliance with any of Regulations 6 to 8 of the
Transparency (Directive 2004/109/EC) Regulations 2007.

Nothing in this announcement should be construed as a profit estimate or
profit forecast. No statement in this announcement, including statements
regarding the potential effect of the Combination on cash flows and capital
returns should be interpreted to mean that cash flows or capital returns of
Smurfit Kappa, WestRock or Smurfit WestRock for the current or future
financial years will necessarily match or exceed the historical cash flows or
capital returns of Smurfit Kappa or WestRock.

Completion of the Combination will be subject to the satisfaction or waiver of
several conditions. Consequently, there can be no certainty that the
completion of the Combination will be forthcoming.

This announcement is not a prospectus for the purposes of the UK Prospectus
Regulation Rules or the EU Prospectus Regulation.

The contents of this announcement are not to be construed as legal, business
or tax advice. Each shareholder should consult its own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice,
respectively.

Except as explicitly stated in this announcement, none of the contents of
Smurfit Kappa’s or WestRock’s websites, nor any website accessible by
hyperlinks on Smurfit Kappa’s or WestRock’s websites, is incorporated in
or forms part of, this announcement.

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 Smurfit WestRock Shares to be issued to the
shareholders of Smurfit Kappa and WestRock stockholders in connection with the
Combination. In particular, the issuance of the Smurfit WestRock Shares in
connection with the Combination to the shareholders of Smurfit Kappa has not
been, and is not expected to be, registered under 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 the shareholders of Smurfit Kappa
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 under section 450 of the Irish Companies
Act 2014 (the “Scheme”) to effect the share exchange under the terms of
the definitive transaction agreement dated 12 September (between Smurfit Kappa
and WestRock) 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.



View source version on businesswire.com:
https://www.businesswire.com/news/home/20240501026122/en/
(https://www.businesswire.com/news/home/20240501026122/en/)

Smurfit Kappa Group PLC


Copyright Business Wire 2024