REG - Smurfit Kappa Group - Delisting and Completion of the Combination

WestRock CoAnnouncement

08/07/2024 09:45

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RNS Number : 4835V  Smurfit Kappa Group PLC  08 July 2024

8 July 2024

Smurfit Kappa Group plc

("Smurfit Kappa")

Delisting of Smurfit Kappa Shares and Completion of the Combination

Smurfit Kappa is pleased to announce that, further to its announcement on 5
July 2024 relating to the Scheme becoming effective:

·      the Smurfit Kappa Shares have been delisted from (i) the premium
listing segment of the Official List of the FCA, and (ii) the Official List of
Euronext Dublin, with effect from 8:00 a.m. today;

·      the Smurfit Westrock Shares have been admitted to the standard
listing segment of the Official List of the FCA and have commenced trading on
the LSE's main market for listed securities, with effect from 8:00 a.m. today;
and

·      the Smurfit Westrock Shares will trade on the New York Stock
Exchange with effect from 9:30 a.m. (New York City time) today.

All times shown in this announcement are UK and Irish times, unless otherwise
stated.

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 Westrock               Smurfit Westrock

 T: +353 1 202 7000             T: +353 1 202 7000

 E: ir@smurfitwestrock.com      E: ir@smurfitwestrock.com

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; 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 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 issued in connection with the
Combination to Smurfit Kappa Shareholders have been 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 was
appropriate to authorise the Scheme, the Irish High Court  considered 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 were fair to
Scheme shareholders. As the Irish High Court approved the Scheme on 2 July
2024, its approval constituted the basis for the Smurfit Westrock Shares being
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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