On track to close this week

Smurfit Kappa merger with WestRock secures clearances

Smurfit Kappa Group’s share price fell following the announcement
The combination remains subject to the sanction of the scheme by the Irish High Court

Smurfit Kappa has revealed that all outstanding regulatory clearances which were a condition to closing the previously announced “combination” with WestRock have now been obtained, with the deal remaining on track to close on Friday (5 July).

In a statement, the Irish business said the completion of the combination remains subject to the sanction of the scheme by the Irish High Court.

US company WestRock’s stockholders had already voted to approve the transaction agreement and other proposals related to the combination at a special meeting held earlier this month.

Pursuant to the terms of the agreement entered into in September 2023, Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement in accordance with the Companies Act 2014 of Ireland.

Sun Merger Sub, a wholly owned subsidiary of Smurfit WestRock, will merge with and into WestRock, with the latter becoming a wholly owned subsidiary of Smurfit WestRock.

If the merger is completed, the common stockholders of WestRock will receive one new Smurfit WestRock share and $5 (£3.95) in cash for each share of common stock of WestRock.

The European Commission, under the EU Merger Regulation, had already approved the merger in April.

When the two businesses first announced the planned deal, they had said they saw “compelling strategic, commercial and financial rationale for combining Smurfit Kappa and WestRock’s highly complementary paper-based packaging companies to create a global leader in sustainable packaging”.

Together, Smurfit Kappa and WestRock generated combined twelve months’ adjusted annual revenue of approximately $34bn as of 30 June 2023.

The last day of trading in Smurfit Kappa shares on Euronext Dublin is expected to take place tomorrow (2 July), with the last day of trading in its shares on LSE on Friday (5 July). Delisting from both is expected on Monday 8 July.

The expected admission and commencement of dealings in Smurfit WestRock shares on both the LSE and the NYSE would also be on Monday 8 July.