NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Smurfit Kappa Group (“Smurfit Kappa”) (LSE:SKG; ISE:SKG), a FTSE
100 company, confirms that the boards of directors (the “Boards”)
of Smurfit Kappa and WestRock Company (“WestRock”) (NYSE:WRK), a
S&P 500 company, are discussing the key terms of a potential
combination to create Smurfit WestRock, a global leader in
sustainable packaging (the “Potential Combination”).
The Potential Combination would be expected to involve the
creation of a new holding company, Smurfit WestRock (the “Combined
Group”). 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.
Any such combination would result in WestRock shareholders
receiving consideration consisting primarily of shares of the
Combined Group.
Strategic and Operational Rationale
The Boards of Smurfit Kappa and WestRock believe the Potential
Combination will create the global “Go-To” packaging partner of
choice:
- Combining two highly complementary portfolios to create a
global leader in sustainable packaging
- Unparalleled geographic reach across 42 countries with a
significant presence across both Europe and the Americas
- Complementary portfolios with unique product diversity and
innovative sustainability capabilities, with breadth and depth
across renewable, recyclable and biodegradable packaging
solutions
- Culturally aligned with strong customer focus
- Broader opportunities for approximately 100,000 employees
- Improved operating efficiency and increased returns across over
500 converting operations and 67 mills
- Shared sustainability ambitions for a sustainable future
- Experienced management teams with strong track records of
execution and delivery to support global operations
- Immediate and long-term value creation opportunity for both
sets of shareholders
Financial Rationale
The Boards of Smurfit Kappa and WestRock believe the Potential
Combination 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
- Strong cash flows for future growth and capital returns
- 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
- Expected to deliver compelling benefits to Smurfit WestRock
shareholders, with transaction structure providing the opportunity
for both sets of shareholders to participate meaningfully in
Smurfit WestRock’s significant upside value potential
- Disciplined capital allocation expected to deliver improved
operating efficiency and increased returns
- Committed to strong investment grade credit rating
Further Details on the Potential Combination
- Following completion of the Potential Combination:
- Smurfit WestRock’s ordinary shares would be listed on the New
York Stock Exchange (NYSE) and the Combined Group would seek U.S.
equity index inclusion as soon as possible thereafter.
- Smurfit Kappa’s premium listing on the London Stock Exchange
(LSE) is expected to be cancelled and the Combined Group is
expected to list on the standard listing segment.
- Smurfit Kappa would de-list from Euronext Dublin.
- The Combined Group would be incorporated and domiciled in
Ireland with global headquarters in Dublin, Ireland and North and
South American operations headquartered in Atlanta, Georgia.
- Discussions between the parties remain ongoing regarding the
Potential Combination. 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.
- There can be no certainty that the Potential Combination or any
other transaction between the parties will be agreed or will
occur.
- This announcement has been made with the consent of
WestRock.
Further announcements may be made as and when appropriate.
This announcement contains Inside Information for the purposes
of Regulation (EU) No 596/2014 on Market Abuse (as onshored into UK
law by the European Union (Withdrawal) Act 2018 and the Market
Abuse Exit Regulations 2019). The person responsible for arranging
for the release of this announcement on behalf of Smurfit Kappa is
Gillian Carson-Callan, Company Secretary. The date and time of this
announcement is the same as the date and time that it has been
communicated to the media, at c. 2.20 am on 7 September 2023.
___________________________ 1 Please refer to notes and sources
of information and bases of calculation for further
information.
About Smurfit Kappa
Smurfit Kappa, a FTSE 100 company, is one of the leading
providers of paper-based packaging solutions in the world, with
more than 47,000 employees in over 350 production sites across 36
countries and with revenue of €12.8 billion in 2022. We are located
in 22 countries in Europe, 13 in the Americas and one in Africa. We
are the only large‑scale pan-regional player in Latin America. Our
products, which are 100% renewable and produced sustainably,
improve the environmental footprint of our customers.
With our proactive team, we relentlessly use our extensive
experience and expertise, supported by our scale, to open up
opportunities for our customers. We collaborate with
forward-thinking customers by sharing superior product knowledge,
market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio
of paper-based packaging solutions, which is constantly updated
with our market-leading innovations.
This is enhanced through the benefits of our integration, with
optimal paper design, logistics, timeliness of service, and our
packaging plants sourcing most of their raw materials from our own
paper mills.
We have a proud tradition of supporting social, environmental
and community initiatives in the countries where we operate.
Through these projects we support the UN Sustainable Development
Goals, focusing on where we believe we have the greatest
impact.
Follow us on LinkedIn, Twitter, Facebook, YouTube.
smurfitkappa.com
About WestRock
WestRock partners with customers to provide differentiated,
sustainable paper and packaging solutions that help them win in the
marketplace. WestRock’s team members support customers around the
world from locations spanning North America, South America, Europe,
Asia and Australia. Learn more at www.westrock.com.
Important Additional Information
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
Persons into whose possession this announcement or other
information referred to herein should inform themselves about, and
observe, any restrictions in such laws or regulations.
This announcement has been prepared for the purpose of complying
with the applicable law and regulation of the United Kingdom, the
United States and Ireland and information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom, the United States or
Ireland.
Additional Information about the Potential Combination and
Where to Find It
In connection with the Potential Combination between
Smurfit Kappa and WestRock, Smurfit Westrock, the combined company
(“SW”) would file with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement, which would include a proxy
statement of WestRock that would also constitute a prospectus of SW
(the “proxy statement/prospectus”). Each of Smurfit Kappa, WestRock
and SW would also file other relevant documents in connection with
the Potential Combination. The definitive proxy
statement/prospectus would be sent to the shareholders of WestRock.
Smurfit Kappa would also publish a shareholder circular approved by
the UK Financial Conduct Authority (the “FCA”), which would be sent
to Smurfit Kappa’s shareholders or otherwise made available in
accordance with Smurfit Kappa’s articles of association and the UK
Listing Rules. SW would publish a prospectus approved by the FCA,
which would be made available in accordance with Rule 3.2 of the UK
Prospectus Regulation Rules (the “UK listing prospectus”). This
communication is not a substitute for any registration statement,
proxy statement/prospectus, UK listing prospectus or other document
Smurfit Kappa, WestRock and/or SW may file with the SEC or
applicable securities regulators in the United Kingdom and Ireland
in connection with the Potential Combination. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND
SHAREHOLDERS OF SMURFIT KAPPA AND WESTROCK ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/PROSPECTUS, THE SHAREHOLDER CIRCULAR AND THE UK
LISTING PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS
THAT WOULD BE FILED WITH THE SEC OR APPLICABLE SECURITIES
REGULATORS IN THE UNITED KINGDOM AND IRELAND, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH
THE POTENTIAL COMBINATION WHEN THEY BECOME AVAILABLE, AS THEY WOULD
CONTAIN IMPORTANT INFORMATION ABOUT SMURFIT KAPPA, WESTROCK, SW,
THE POTENTIAL COMBINATION AND RELATED MATTERS. The registration
statement and proxy statement/prospectus and other documents filed
by Smurfit Kappa, WestRock and SW with the SEC, when filed, would
be available free of charge at the SEC’s website at www.sec.gov. In
addition, investors and shareholders would be able to obtain free
copies of the proxy statement/prospectus and other documents filed
with the SEC by WestRock online at ir.westrock.com/ir-home/, upon
written request delivered to 1000 Abernathy Road, Atlanta, Georgia
or by calling (770) 448-2193, and would be able to obtain free
copies of the registration statement, proxy statement/prospectus,
shareholder circular, UK listing prospectus and other documents
which would be filed with the SEC and applicable securities
regulators in the United Kingdom and Ireland by SW or Smurfit Kappa
online at www.smurfitkappa.com/investors, upon written request
delivered to Beech Hill, Clonskeagh, Dublin 4, Ireland or by
calling +353 1 202 7127. The information included on, or accessible
through, Smurfit Kappa’s or WestRock’s website is not incorporated
by reference into this communication.
This communication is for informational purposes only and is not
intended to, and shall not, constitute an offer to sell or buy or
the solicitation of an offer to sell or buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
appropriate registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in
connection with the Potential Combination. However, under SEC
rules, Smurfit Kappa, WestRock, SW, and certain of their respective
directors, executive officers and other members of the management
and employees may be deemed to be participants in the solicitation
of proxies in connection with the Potential Combination.
Information about WestRock’s directors and executive officers may
be found in its 2022 Annual Report on Form 10-K filed with the SEC
on November 18, 2022, available at ir.westrock.com/ir-home/ and
www.sec.gov. Information about Smurfit Kappa’s directors and
executive officers may be found in its 2022 Annual Report filed
with applicable securities regulators in the United Kingdom on
March 28, 2023, available on its website at
www.smurfitkappa.com/investors. These documents can be obtained
free of charge from the sources indicated above. Additional
information regarding the interests of such potential participants
in the solicitation of proxies in connection with the Potential
Combination will be included in the proxy statement/prospectus and
other relevant materials filed with the SEC when they become
available.
Information Regarding Forward-Looking Statements
This communication contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can sometimes be identified by the use
of forward-looking terms such as “believes,” “expects,” “may,”
“will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,”
“aims,” “projects,” “predicts,” “is optimistic,” “intends,”
“plans,” “estimates,” “targets,” “anticipates,” “continues” or
other comparable terms or negatives of these terms or other
variations or comparable terminology or by discussions of strategy,
plans, objectives, goals, future events or intentions, but not all
forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans,
estimates and expectations that are subject to risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include: the parties may not enter into an agreement providing for
the Potential Combination; a condition to the closing of the
Potential Combination may not be satisfied; the occurrence of any
event that can give rise to termination of the Potential
Combination; a regulatory approval that may be required for the
Potential Combination is delayed, is not obtained in a timely
manner or at all or is obtained subject to conditions that are not
anticipated; Smurfit Kappa is unable to achieve the synergies and
value creation contemplated by the Potential Combination; Smurfit
Kappa is unable to promptly and effectively integrate WestRock’s
businesses; management’s time and attention is diverted on issues
related to the Potential Combination; disruption from the Potential
Combination makes it more difficult to maintain business,
contractual and operational relationships; credit ratings decline
following the Potential Combination; legal proceedings are
instituted against Smurfit Kappa or WestRock; Smurfit Kappa or
WestRock are unable to retain or hire key personnel; the
announcement or the consummation of the Potential Combination has a
negative effect on the market price of the capital stock of Smurfit
Kappa or WestRock or on Smurfit Kappa or WestRock’s operating
results; evolving legal, regulatory and tax regimes; changes in
economic, financial, political and regulatory conditions, in
Ireland, the United Kingdom, the United States and elsewhere, and
other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics (e.g., the
coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)),
geopolitical uncertainty, and conditions that may result from
legislative, regulatory, trade and policy changes associated with
the current or subsequent Irish, U.S. or U.K. administrations; the
ability of Smurfit Kappa or WestRock to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event, including the ability to function
remotely during long-term disruptions such as the COVID-19
pandemic; the impact of public health crises, such as pandemics
(including the COVID-19 pandemic) and epidemics and any related
company or governmental policies and actions to protect the health
and safety of individuals or governmental policies or actions to
maintain the functioning of national or global economies and
markets; actions by third parties, including government agencies;
the risk that disruptions from the Potential Combination will harm
Smurfit Kappa’s or WestRock’s business, including current plans and
operations; certain restrictions during the pendency of the
Potential Combination that may impact Smurfit Kappa’s or WestRock’s
ability to pursue certain business opportunities or strategic
transactions; Smurfit Kappa’s or WestRock’s ability to meet
expectations regarding the accounting and tax treatments of the
Potential Combination; the risks and uncertainties discussed in the
“Risks and Uncertainties” section in Smurfit Kappa’s reports
available on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its
website at https://www.smurfitkappa.com/investors; and the risks
and uncertainties discussed in the “Risk Factors” and “Information
Regarding Forward-Looking Statements” sections in WestRock’s
reports filed with the SEC. These risks, as well as other risks
associated with the Potential Combination, will be more fully
discussed in the proxy statement/prospectus, the shareholder
circular, the UK listing prospectus and the other relevant
materials filed with the SEC and applicable securities regulators
in the United Kingdom. The list of factors presented here should
not be considered to be a complete statement of all potential risks
and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. We caution you not to place undue reliance on any of
these forward-looking statements as they are not guarantees of
future performance or outcomes and that actual performance and
outcomes, including, without limitation, our actual results of
operations, financial condition and liquidity, and the development
of new markets or market segments in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this communication. Except as required by
law, none of Smurfit Kappa, WestRock or SW assume any obligation to
update or revise the information contained herein, which speaks
only as of the date hereof.
Nothing in this announcement should be construed as a profit
estimate or profit forecast. No statement in this announcement,
including statements regarding the potential effect of the
Potential Combination on cash flows and capital returns should be
interpreted to mean that cash flows or capital returns of Smurfit
Kappa, WestRock or SW for the current or future financial years
would necessarily match or exceed the historical cash flows or
capital returns of Smurfit Kappa or WestRock.
Completion of the Potential Combination would be subject to the
satisfaction of several conditions as referenced elsewhere in this
announcement. Consequently, there can be no certainty that the
completion of the Potential Combination would be forthcoming.
This announcement is not a prospectus for the purposes of the UK
Prospectus Regulation Rules or the EU Prospectus Regulation. It has
been prepared solely for the Potential Combination referred to in
this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform
precisely with the total figure given. Except as explicitly stated
in this announcement, none of the contents of Smurfit Kappa's or
WestRock's websites, nor any website accessible by hyperlinks on
Smurfit Kappa's or WestRock's websites, is incorporated in or forms
part of, this announcement.
Notes
Unless otherwise stated: financial information relating to
Smurfit Kappa has been extracted or derived from the audited
results for the twelve months ended 31 December 2022 and unaudited
results for the six months ended 30 June 2023 and financial
information relating to WestRock has been extracted or derived from
the audited results for the twelve months ended 30 September 2022,
and the unaudited results up until the third quarter ended 30 June
2023.
Smurfit Kappa financials are prepared under IFRS and certain
adjustments have been made to prepare the estimated adjusted EBITDA
for Smurfit WestRock. This, and certain other statements, are based
on non-IFRS and non-US GAAP financial information on Smurfit Kappa
and WestRock. These statements may be subject to amendment in the
Circular and Prospectus.
Sources of information and bases of calculation
- Any references to Smurfit WestRock adjusted EBITDA are based on
the following estimates and adjustments:
- Smurfit Kappa’s EBITDA of €2,230 million for the last twelve
months, as of 30 June 2023, less operating lease expenses of €108
million, and converted to U.S. Dollars using an exchange rate of
1.05x, being the average exchange rate over the last twelve months
ended 30 June 2023, implying a Smurfit Kappa EBITDA of $2,289
million; and
- WestRock’s pro forma EBITDA of $3,228 million for the last
twelve months, as of 30 June 2023, which is based on the following
pro forma adjustments:
- WestRock EBITDA of $3,162 million;
- Subtracting the estimated EBITDA contribution from Joint
Ventures and Associates of $30 million;
- Subtracting the estimated EBITDA contribution from RTS
Packaging of $37 million;
- Adding back estimated EBITDA contribution from Gondi of $59
million; and
- Adding back share-based compensation of $75 million.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230906617295/en/
Enquiries: Smurfit Kappa Ciarán Potts Head of Investor
Relations T: +353 1 202 7127 E: ir@smurfitkappa.com
Smurfit Kappa (LSE:SKG)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Smurfit Kappa (LSE:SKG)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024