ATLANTA (News release) -- WestRock Company, a leading provider of sustainable fiber-based paper and packaging solutions, announced that, based on the preliminary vote count, WestRock stockholders voted to approve the Transaction Agreement and other proposals related to the combination of Smurfit Kappa Group plc ("Smurfit Kappa") and WestRock (the "Combination") at WestRock's Special Meeting of Stockholders held earlier today (June 13).

Pursuant to the terms of the Transaction Agreement entered into on September 12, 2023, Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) (the "Smurfit Kappa Share Exchange"), and Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit WestRock, will merge with and into WestRock (the "Merger," and together with the Smurfit Kappa Exchange, the Combination), with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit WestRock.

If the Merger contemplated by the Transaction Agreement is completed, the common stockholders of WestRock will receive one new Smurfit WestRock share and $5.00 in cash for each share of common stock of WestRock. Completion of the Combination remains subject to certain conditions, as described in the Transaction Agreement.

SMURFIT ANNOUNCEMENT

Smurfit Kappa Group PLC announced that its shareholders approved the proposed merger with WestRock as outlined in a recent scheme meeting and extraordinary general meeting. The successful poll results for the scheme and EGM resolutions are detailed on the company's website, with the merger's completion contingent upon certain conditions, including the Irish High Court's approval. A comprehensive schedule of the merger process, including key dates for meetings, trading suspensions, and share dealings, has been provided to keep shareholders informed.