ATLANTA and NORTHBROOK, Ill., Oct.
30, 2018 /PRNewswire/ -- WestRock Company ("WestRock")
(NYSE: WRK) and KapStone Paper and Packaging Corporation
("KapStone") (NYSE: KS) today announced that the U.S. Department of
Justice has cleared WestRock's pending acquisition of KapStone
through Whiskey Holdco, Inc. ("Holdco").
As this was the last antitrust approval required to complete the
pending acquisition, WestRock and KapStone expect the pending
acquisition to close on November 2,
2018, subject to customary closing conditions. As a
result of the acquisition, among other things, Holdco will become
the ultimate parent of WestRock, KapStone and their respective
subsidiaries.
Assuming the acquisition closes as expected, former KapStone
stockholders will have the right to receive, with respect to each
share of KapStone common stock they hold, either $35.00 in cash or, if they made and did not
revoke a valid election in respect thereof by the election deadline
at 5:00 p.m. New York City time on September 5, 2018, 0.4981 shares of Holdco common
stock and cash in lieu of fractional shares. WestRock expects
that shares of KapStone common stock will cease trading on the New
York Stock Exchange prior to market open on November 5, 2018.
Forward-Looking Statements
This release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements in this
communication about WestRock's and KapStone's expectations,
beliefs, plans or forecasts, including statements regarding
WestRock's expectation that the pending acquisition will close on
November 2, 2018 and that shares of
KapStone common stock will cease trading on the New York Stock
Exchange prior to market open on November 5,
2018, that are not historical facts are forward-looking
statements. These 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. WestRock and
KapStone caution readers that a forward-looking statement is not a
guarantee of future performance, and actual results could differ
materially from those contained in forward-looking statements.
Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are the following: the parties' ability to consummate the
transaction; the conditions to the completion of the transaction;
and the parties' ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction.
Additional information and other factors are contained in
WestRock's and KapStone's filings with the Securities and Exchange
Commission ("SEC"). Because the factors referred to above could
cause actual results or outcomes to differ materially from those
expressed or implied in any forward-looking statements made by
WestRock or KapStone, you should not place undue reliance on any
such forward-looking statements. Further, any forward-looking
statement speaks only as of the date of this communication, and
WestRock and KapStone undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
such date, except as required by applicable law.
Additional Information and Where to Find It
This
communication may be deemed to be solicitation material in respect
of the proposed transaction among Holdco, WestRock and KapStone. In
connection with the proposed transaction, Holdco has filed with the
SEC a registration statement on Form S-4 that includes a prospectus
of Holdco and a proxy statement of KapStone (which registration
statement was declared effective on August
1, 2018). The definitive proxy statement was mailed to
KapStone stockholders on or about August 2,
2018. Investors and security holders are urged to read
the proxy statement/prospectus and any other relevant documents
filed or to be filed with the SEC by Holdco, WestRock or KapStone,
including the definitive proxy statement/prospectus, because they
contain or will contain important information about the proposed
transaction. The proxy statement/prospectus and other documents
relating to the proposed transaction can be obtained free of charge
from the SEC's website at http://www.sec.gov.
No Offer or Solicitation
This communication is neither
an offer to sell, nor a solicitation of an offer to buy, any
securities, nor the solicitation of any vote or approval in any
jurisdiction pursuant to, or in connection with, the proposed
transaction 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.
About WestRock
WestRock (NYSE:WRK) partners with our
customers to provide differentiated paper and packaging solutions
that help them win in the marketplace. WestRock's 45,000 team
members support customers around the world from more than 300
operating and business locations spanning North America, South
America, Europe,
Asia and Australia. Learn more at www.westrock.com.
About KapStone
Headquartered in Northbrook, Illinois, KapStone is a leading
North American producer of containerboard, unbleached kraft paper
and corrugated products, and a provider of packaging and logistics
solutions. KapStone operates four paper mills, 22 converting
facilities, and more than 60 distribution centers located in
North America. The business
employs approximately 6,400 people.
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SOURCE KapStone Paper and Packaging Corporation