WestRock Announced as Name of Combined MWV/RKT Company Pending Merger
18 Mayo 2015 - 7:00AM
WestRock Company was announced today by MeadWestvaco Corporation
("MWV") (NYSE:MWV) and Rock-Tenn Company ("RockTenn") (NYSE:RKT) as
the name for the new company when the two packaging leaders
complete their previously announced combination. WestRock will
trade on the New York Stock Exchange under the ticker symbol WRK.
"WestRock draws on the strongest elements from each of our
legacy names," said Steve Voorhees, who will be the chief executive
officer of WestRock Company. "The name speaks to our determination
to build on the long track record of success and growth that has
been established by both companies. WestRock's aspiration is to be
the premier partner and unrivaled provider of winning paper and
packaging solutions for our customers."
The pending combination between MWV and RockTenn was announced
on January 26, 2015. The companies have received antitrust approval
in the United States and are awaiting other regulatory and
shareholder approvals that are expected in the month of June.
About WestRock
WestRock Company's (which will trade on the NYSE: WRK)
aspiration is to be the premier partner and unrivaled provider of
paper and packaging solutions in consumer and corrugated markets.
WestRock's 42,000 team members will support customers around the
world from more than 300 operating facilities spanning North
America, South America, Europe and Asia.
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 |
jason.thompson@mwv.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 |
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 ability to obtain regulatory
and shareholder approvals and the statement that WestRock's 42,000
team members will support customers around the world from more than
300 operating facilities spanning North America, South America,
Europe and Asia. 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's
specialty chemicals business will occur; economic, competitive and
market conditions generally; volumes and price levels of purchases
by customers; competitive conditions in RockTenn's and MWV's
businesses and possible adverse actions of their respective
customers, competitors and suppliers. Further, RockTenn's 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; the scope,
costs, timing and impact of any restructuring of our operations and
corporate and tax structure; 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, 2014. 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 stockholders of MWV and the shareholders of
RockTenn for their consideration. In connection with the proposed
transaction, RockTenn has caused a newly formed holding company,
WestRock Company (formerly known as Rome-Milan Holdings, Inc.), to
file with the SEC a registration statement on Form S-4, which
includes a draft preliminary prospectus with respect to the shares
to be issued in the proposed transaction and a preliminary joint
proxy statement for the shareholders of MWV and RockTenn (the
"Joint Proxy Statement"), and which is expected to be declared
"effective" by the SEC at a later date (the "Registration
Statement"). Once effective, each of MWV and RockTenn will mail the
Joint Proxy Statement in definitive form to their respective
stockholders or shareholders, as applicable, and may file other
documents regarding the proposed transaction with the SEC. The
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 AS
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 Annual Report on Form
10-K/A, which was filed with the SEC on April 20, 2015. 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.
Meadwestvaco (NYSE:MWV)
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