Smurfit Kappa and WestRock in discussions regarding merger

Smurfit Kappa Group confirms that the boards of directors of Smurfit Kappa and WestRock Company are discussing the key terms of a potential combination to create Smurfit WestRock, a global leader in sustainable packaging.

The potential combination would be expected to involve the creation of a new holding company, Smurfit WestRock. Smurfit WestRock would be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and North and South American operations headquartered in Atlanta, Georgia. The potential combination would be effected through an Irish scheme of arrangement involving Smurfit Kappa and a merger of a subsidiary with WestRock.

The Boards of Smurfit Kappa and WestRock believe the merger represents a unique opportunity to create value:

– Combined last twelve months’ revenue and adjusted EBITDA as of 30 June 2023 of approximately $34 billion and $5.5 billion1, respectively.

– Targeting annual pre-tax run-rate cost synergies in excess of $400 million at the end of the first full year following completion; delivery of synergies expected to require estimated one-off cash costs of approximately $235 million to be incurred.

Discussions between the parties remain ongoing regarding the merger. Smurfit Kappa and WestRock are engaged in a mutual due diligence process. The definitive terms and conditions of any transaction will be set out in a further announcement. Any potential combination would be conditional, inter alia, upon the approval by shareholders of Smurfit Kappa and WestRock and receipt of required regulatory clearances as well as other customary conditions.

WestRock Company is a global manufacturer of differentiated paper and packaging solutions.

Smurfit Kappa is one of the leading providers of paper-based packaging solutions in the world.

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