Rock-Tenn Company ("RockTenn") (NYSE:RKT) and MeadWestvaco
Corporation ("MWV") (NYSE:MWV) today announced that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (HSR Act) with respect to the pending business combination
transaction between RockTenn and MWV has expired. The 30-day
waiting period is required by the Federal Trade Commission and U.S.
Department of Justice as part of the premerger notification program
before such a combination transaction can close.
On Feb. 6, 2015, RockTenn and MWV filed the requisite
notification and report forms under the HSR Act with the U.S.
antitrust authorities. The expiration of the waiting period under
the HSR Act satisfies one of the conditions to the closing of the
pending business combination transaction, which remains subject to
other customary closing conditions, including receipt of
stockholder and shareholder approvals, as applicable, and other
regulatory approvals.
About RockTenn
RockTenn (NYSE:RKT) is one of North America's leading providers
of packaging solutions and manufacturers of containerboard and
paperboard. RockTenn's 27,000 employees are committed to exceeding
their customers' expectations - every time. The company operates
locations in the United States, Canada, Mexico, Chile and
Argentina. For more information, visit www.rocktenn.com.
About MWV
MeadWestvaco Corporation (NYSE:MWV) is a global packaging
company providing innovative solutions to the world's most admired
brands in the healthcare, beauty and personal care, food, beverage,
home and garden, tobacco, and agricultural industries. The company
also produces specialty chemicals for the automotive, energy, and
infrastructure industries and maximizes the value of its
development land holdings. MWV's network of 125 facilities and
15,000 employees spans North America, South America, Europe and
Asia. Learn more at www.mwv.com.
RockTenn Contacts: |
MWV Contacts: |
Investor Contact: |
Investor Contact: |
John Stakel |
Jason Thompson |
Senior Vice President, Treasurer |
Director, Investor Relations |
678-291-7901 |
804-444-2556 |
jstakel@rocktenn.com |
|
|
|
Media Contact: |
Media Contact: |
Robin Keegan |
Tucker McNeil |
Director, Corporate Communications |
Director, Corporate Communications |
770-326-8245 |
804-444-6397 |
rokeegan@rocktenn.com |
mediainquiries@mwv.com |
|
|
Sard Verbinnen & Co |
Joele Frank, Wilkinson Brimmer Katcher |
Bryan Locke/Carissa Felger/Elizabeth
Smith |
Steve Frankel/Joseph Snodgrass |
312-895-4700 |
212-355-4449 |
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as "may," "will," "could," "should," "would,"
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "target," "prospects," "potential" and "forecast," and
other words, terms and phrases of similar meaning. Forward-looking
statements involve estimates, expectations, projections, goals,
forecasts, assumptions, risks and uncertainties. RockTenn and MWV
caution readers that any forward-looking statement is not a
guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
statement. Such forward-looking statements include, but are not
limited to, statements regarding the anticipated closing date of
the transaction, the ability to obtain regulatory and shareholder
approvals and satisfy the other conditions to the closing of the
transaction, the successful closing of the transaction and the
integration of RockTenn and MWV as well as opportunities for
operational improvement including but not limited to cost reduction
and capital investment, the strategic opportunity and perceived
value to RockTenn's and MWV's respective shareholders of the
transaction, the transaction's impact on, among other things, the
combined company's prospective business mix, margins, transitional
costs and integration to achieve the synergies and the timing of
such costs and synergies and earnings. With respect to these
statements, RockTenn and MWV have made assumptions regarding, among
other things, whether and when the proposed transaction will be
approved; whether and when the proposed transaction will close; the
results and impacts of the proposed transaction; whether and when
the spin-off of MWV Specialty Chemicals will occur; economic,
competitive and market conditions generally; volumes and price
levels of purchases by customers; competitive conditions in
RockTenn and MWV's businesses and possible adverse actions of their
respective customers, competitors and suppliers. Further, RockTenn
and MWV's businesses are subject to a number of general risks that
would affect any such forward-looking statements including, among
others, decreases in demand for their products; increases in
energy, raw materials, shipping and capital equipment costs;
reduced supply of raw materials; fluctuations in selling prices and
volumes; intense competition; the potential loss of certain
customers; and adverse changes in general market and industry
conditions. Such risks and other factors that may impact
management's assumptions are more particularly described in
RockTenn's and MWV's filings with the Securities and Exchange
Commission, including under the caption "Business – Forward-Looking
Information" and "Risk Factors" in RockTenn's Annual Report on Form
10-K for the fiscal year ended September 30, 2014 and "Management's
discussion and analysis of financial condition and results of
operations – Forward-looking Statements" and "Risk factors" in
MWV's Annual Report on Form 10-K for the fiscal year ended December
31, 2013. The information contained herein speaks as of the date
hereof and neither RockTenn nor MWV have or undertake any
obligation to update or revise their forward-looking statements,
whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Additional Information and Where To Find It
The proposed transaction involving MWV and RockTenn will be
submitted to the respective shareholders of MWV and RockTenn for
their consideration. In connection with the proposed
transaction, MWV and RockTenn will cause the newly formed company
to file with the SEC a registration statement on Form S-4 (the
"Registration Statement"), which will include a prospectus with
respect to the shares to be issued in the proposed transaction and
a preliminary and definitive joint proxy statement for the
shareholders of MWV and RockTenn (the "Joint Proxy Statement") and
each of MWV and RockTenn will mail the Joint Proxy Statement to
their respective shareholders and file other documents regarding
the proposed transaction with the SEC. The definitive
Registration Statement and the Joint Proxy Statement will contain
important information about the proposed transaction and related
matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT CAREFULLY WHEN
THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The Registration Statement, the Joint Proxy
Statement and other relevant materials (when they become available)
and any other documents filed or furnished by MWV or RockTenn with
the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, security holders will be able to
obtain free copies of the Registration Statement and the Joint
Proxy Statement from RockTenn by going to its investor relations
page on its corporate website at http://ir.rocktenn.com and from
MWV on its corporate website at www.mwv.com.
Participants in the Solicitation
MWV, RockTenn, their respective directors and certain of their
executive officers and employees may be deemed to be participants
in the solicitation of proxies in connection with the proposed
transaction. Information about RockTenn's directors and
executive officers is set forth in its definitive proxy statement
for its 2015 Annual Meeting of Shareholders, which was filed with
the SEC on December 19, 2014, and information about MWV's directors
and executive officers is set forth in its definitive proxy
statement for its 2014 Annual Meeting of Stockholders, which was
filed with the SEC on March 26, 2014. These documents are
available free of charge from the sources indicated above, from
RockTenn by going to its investor relations page on its corporate
website at http://ir.rocktenn.com and from MWV on its website at
www.mwv.com.
Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed
transaction will be included in the Registration Statement, the
Joint Proxy Statement and other relevant materials RockTenn and MWV
intend to file with the SEC.
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