Investor Presentaiton
CO
6
Summary of transaction terms
Transaction
Structure
Combined
Company
Stock and cash combination of Smurfit Kappa and WestRock; WestRock common stockholders to receive one new Smurfit WestRock share (the "New
Share") and $5.00 in cash (equivalent to $43.51)1; Smurfit Kappa shareholders to receive one New Share for each Smurfit Kappa ordinary share
Combining Smurfit Kappa and WestRock on equivalent enterprise value to adjusted EBITDA multiples
Pro forma ownership: 50.4% Smurfit Kappa shareholders / 49.6% WestRock stockholders
Effected through combination of Smurfit Kappa and WestRock into a new holding company "Smurfit WestRock"
Smurfit WestRock will be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and its North and South American operations
headquartered in Atlanta, Georgia, USA
Smurfit WestRock will be listed on the NYSE and LSE (standard listing) with intention to seek US equity index inclusion as soon as possible
CEO will be Tony Smurfit with Ken Bowles as CFO
Governance
and
Leadership
Irial Finan will be the chair of the Smurfit WestRock Board of Directors
Capital
Allocation
Timing,
Approvals
and Financing
Board of Directors composed of eight Smurfit Kappa Directors and six WestRock Directors
Commitment to strong investment grade credit rating
Smurfit WestRock intends to pay a dividend in line with the current attractive dividend policy of Smurfit Kappa
Unanimously recommended by Boards of Directors of both companies
Closing of transaction is conditional upon shareholder approvals, regulatory approvals and satisfaction of other customary closing conditions
Transaction expected to close in the second quarter of calendar year 2024
Smurfit Kappa has entered into a committed bridge facility which includes financing to fund the cash portion of the Transaction
Smurfit
Kappa
1 Based on Smurfit Kappa's closing share price as of 11 September 2023 of €35.84, being the last closing price prior to this announcement, and converted to U.S. Dollars using an exchange rate of 1.075x, being the exchange rate on 11
September 2023.
WestRockView entire presentation