Regulatory Clearances Obtained
27/06/2024 07:00
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RNS Number : 0637U Smurfit Kappa Group PLC 27 June 2024
27 June 2024
Smurfit Kappa Group plc
("Smurfit Kappa")
Regulatory Clearances Obtained
Smurfit Kappa is pleased to announce that all outstanding regulatory
clearances which were a condition to closing the previously announced
combination with WestRock Company (the "Combination") have now been
obtained. The Combination remains on track to close on 5 July 2024.
Next Steps and Timetable
Completion of the Combination remains subject to the sanction of the Scheme by
the Irish High Court.
The expected timetable of principal events in relation to the Combination is
set out below.
Event Expected time/date
Last day of trading in Smurfit Kappa Shares on Euronext 2 July 2024
Dublin.......................................................................................
Irish Court Hearing in respect of Court Order and Court Order 11:00 a.m. on 2 July 2024
obtained........................................................................
Suspension of trading in Smurfit Kappa Shares on Euronext 5:00 p.m. on 2 July 2024
Dublin......................................................................
Last day for settlement of final trades placed on Euronext 4 July 2024
Dublin......................................................................
Last day of trading in Smurfit Kappa Shares on LSE 5 July 2024
Scheme Record 5:00 p.m. (New York City Time) on 5 July 2024
Time................................................................
Scheme Effective Date, Completion..................................... 5 July 2024
Smurfit WestRock Shares issued to Smurfit Kappa Shareholders and WestRock After 5:00 p.m. (New York City Time) on 5 July 2024
Shareholders in connection with the
Combination............................................................
Delisting of Smurfit Kappa Shares from the Official List of Euronext Dublin 8:00 a.m. on 8 July 2024
and cancellation of admission to trading on the Euronext Dublin
Market.............................
Delisting of Smurfit Kappa Shares from the Official List of the FCA and 8:00 a.m. on 8 July 2024
cancellation of admission to trading on the LSE's main market for listed
securities........................
Expected admission and commencement of dealings in Smurfit WestRock Shares on 8:00 a.m. on 8 July 2024
the LSE................................
Expected admission and commencement of dealings in Smurfit WestRock Shares on 9:30 a.m. (New York City Time) on 8 July 2024
the NYSE.............................
All dates and times above are based on current expectations and are subject to
change. All times shown in this announcement are UK and Irish times, unless
otherwise stated. Any changes to the above timeline will be notified by
announcement through a Regulatory Information Service.
Further announcements will be made in due course, as appropriate.
Capitalised terms used in this announcement, unless otherwise defined, have
the meanings assigned to them in the shareholder circular published by Smurfit
Kappa on 14 May 2024.
Enquiries
For further information, please contact:
Ciarán Potts Gillian Carson-Callan
Smurfit Kappa Smurfit Kappa
T: +353 1 202 7000 T: +353 1 202 7000
E: ir@smurfitkappa.com E: egm@smurfitkappa.com
Additional Information about the Combination and Where to Find It
In connection with the Combination, Smurfit WestRock has filed with the US
Securities and Exchange Commission (the "US SEC") a registration statement on
Form S-4 (Reg. No. 333-278185) (as amended and as may be further amended or
supplemented from time to time, the "US Registration Statement"), which was
declared effective by the US SEC on 26 April 2024, that includes a prospectus
(the "US Prospectus") relating to the offer and sale of the Smurfit WestRock
Shares to WestRock Shareholders in connection with the Combination. In
addition, on 26 April 2024, WestRock filed a separate definitive proxy
statement with the US SEC with respect to the special meeting of WestRock
Shareholders in connection with the Combination (as it may be amended or
supplemented from time to time, the "US Proxy Statement"). WestRock commenced
mailing of the US Proxy Statement to WestRock Shareholders on or about 1 May
2024. This announcement is not a substitute for any registration statement,
prospectus, proxy statement or other document that Smurfit Kappa, WestRock
and/or Smurfit WestRock have filed or may file with the US SEC or the FCA in
connection with the Combination.
Before making any voting or investment decisions, investors, stockholders and
shareholders of WestRock are urged to read carefully and in their entirety,
the US Registration Statement, the US Prospectus, the US Proxy Statement, and
any other relevant documents that are filed or will be filed with the US SEC,
as well as any amendments or supplements to these documents, in connection
with the Combination when they become available, because they contain or will
contain important information about the Combination, the parties to the
Combination, the risks associated with the Combination and related matters,
including information about certain of the parties' respective directors,
executive officers and other employees who may be deemed to be participants in
the solicitation of proxies in connection with the Combination and about their
interests in the solicitation.
The US Registration Statement, the US Prospectus, the US Proxy Statement and
other documents filed by Smurfit WestRock, Smurfit Kappa and WestRock with the
US SEC are available free of charge at the US SEC's website at www.sec.gov. In
addition, investors and shareholders or stockholders are able to obtain free
copies of the US Registration Statement, the US Proxy Statement and other
documents filed with the US SEC by WestRock online at
ir.westrock.com/ir-home/, upon written request delivered to 1000 Abernathy
Road, Atlanta, Georgia 30328, United States, or by calling +1 (770) 448-2193,
and are able to obtain free copies of the US Registration Statement, the US
Prospectus, the US Proxy Statement and other documents filed with the US SEC
by Smurfit WestRock or Smurfit Kappa online at www.smurfitkappa.com/investors,
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 WestRock's, Smurfit Kappa's or WestRock's websites
is not incorporated by reference into this announcement.
Forward-Looking Statements
This announcement and other statements made or to be made by Smurfit WestRock,
Smurfit Kappa and WestRock relating to the Combination, include certain
"forward-looking statements" (including within the meaning of US federal
securities laws) 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 Smurfit
WestRock's, Smurfit Kappa's and WestRock's future expectations, beliefs,
plans, objectives, results of operations, financial condition and cash flows,
or future events or performance. Statements that are not historical facts,
including statements about the beliefs and expectations of the management of
each of Smurfit WestRock, Smurfit Kappa and WestRock, are forward-looking
statements. Words such as "may", "will", "could", "should", "would",
"anticipate", "intend", "estimate", "project", "plan", "believe", "expect",
"target", "prospects", "potential", "commit", "forecasts", "aims",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
While Smurfit WestRock, Smurfit Kappa and WestRock believe these expectations,
assumptions, estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the control of Smurfit WestRock,
Smurfit Kappa and WestRock. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur. Actual results may differ
materially from the current expectations of Smurfit WestRock, Smurfit Kappa
and WestRock depending upon a number of factors affecting their businesses and
risks associated with the successful execution of the Combination and the
integration and performance of their businesses following the Combination.
Important factors that could cause actual results to differ materially from
such plans, estimates or expectations include: developments related to pricing
cycles and volumes; economic, competitive and market conditions generally,
including macroeconomic uncertainty, customer inventory rebalancing, the
impact of inflation and increases in energy, raw materials, shipping, labour
and capital equipment costs; reduced supply of raw materials, energy and
transportation, including from supply chain disruptions and labour shortages;
intense competition; risks related to international sales and operations;
failure to respond to changing customer preferences and to protect
intellectual property; results and impacts of acquisitions by Smurfit Kappa,
WestRock or, following Completion, Smurfit WestRock; the amount and timing of
Smurfit Kappa's, WestRock's and, following Completion, Smurfit WestRock's
capital expenditures; 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 (such as 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, US
or UK administrations; the ability of Smurfit Kappa, WestRock or, following
Completion, Smurfit 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; the potential impairment of assets and goodwill;
the scope, costs, timing and impact of any restructuring of operations and
corporate and tax structure; actions by third parties, including government
agencies; a condition to the closing of the Combination may not be satisfied;
the occurrence of any event that can give rise to the termination of the
Combination; Smurfit WestRock may be unable to achieve the synergies and value
creation contemplated by the Combination; Smurfit WestRock's availability of
sufficient cash to distribute to Smurfit WestRock shareholders in line with
current expectations; Smurfit WestRock may be unable to promptly and
effectively integrate Smurfit Kappa's and WestRock's businesses; failure to
successfully implement strategic transformation initiatives; each of Smurfit
Kappa's, WestRock's and, following Completion, Smurfit WestRock's 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; significant levels of indebtedness;
credit ratings may decline following the Combination; legal proceedings may be
instituted against Smurfit WestRock, Smurfit Kappa or WestRock; Smurfit Kappa,
WestRock and, following Completion, Smurfit WestRock, may be unable to retain
or hire key personnel; the consummation of the Combination may have a negative
effect on Smurfit Kappa's or WestRock's share prices, or on their operating
results; 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 WestRock's ability to meet expectations
regarding the accounting and tax treatments of the Combination, including the
risk that the Internal Revenue Service may assert that Smurfit WestRock should
be treated as a US corporation or be subject to certain unfavourable US
federal income tax rules under Section 7874 of the Internal Revenue Code of
1986, as amended, as a result of the Combination; and other factors such as
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of regulators and other factors such as changes in
the political, social and regulatory framework in which the Combined Group
will operate or in economic or technological trends or conditions.
None of Smurfit WestRock, Smurfit Kappa, WestRock or any of their respective
associates or directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any such forward-looking statements will actually occur. You are cautioned
not to place undue reliance on these forward-looking statements. Other than in
accordance with its legal or regulatory obligations (including under the UK
Prospectus Regulation, the UK Listing Rules, the Disclosure Guidance and
Transparency Rules, the Prospectus Regulation Rules, the UK Market Abuse
Regulation and other applicable regulations), Smurfit Kappa is under no
obligation, and Smurfit Kappa expressly disclaims any intention or obligation,
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
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 expected to be issued
to Smurfit Kappa Shareholders and WestRock Shareholders in connection with the
Combination. In particular, the issuance of the Smurfit WestRock Shares in
connection with the Combination to Smurfit Kappa Shareholders has not been,
and is not expected to be, registered under the US Securities Act of 1933, as
amended (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 Smurfit Kappa Shareholders 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 Scheme to effect the
Smurfit Kappa Share Exchange under the terms of the Transaction Agreement 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 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.
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