MeadWestvaco Corporation ("MWV") (NYSE:MWV) and Rock-Tenn Company
("RockTenn") (NYSE:RKT) each announced a date for special meetings
of their respective shareholders or stockholders to approve the
previously announced combination of the two packaging companies.
Subject to these approvals and certain regulatory approvals, the
merger is currently expected to close on July 1, 2015, at which
point MWV and RockTenn will become subsidiaries of WestRock
Company, which will trade on the New York Stock Exchange under the
ticker symbol WRK.
The MWV meeting of stockholders will be held on Wednesday, June
24 at 9 a.m. EDT at 501 South 5th Street, Richmond, Virginia,
23219.
The RockTenn meeting of shareholders will be held on Wednesday,
June 24 at 9 a.m. EDT at Hyatt Atlanta Perimeter at Villa
Christina, 4000 Summit Boulevard, Atlanta, Georgia, 30319.
Stockholders or shareholders at each meeting will be asked to
consider and vote on proposals to approve the transaction and
related proposals. A joint proxy statement and prospectus for the
special meetings will be mailed to the shareholders of RockTenn and
stockholders of MWV on or about May 22, 2015.
The approval of each company's stockholders or shareholders is
required to complete the Business Combination Agreement announced
by the companies on Jan. 26, 2015.
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 expectation that the merger
will close on July 1, 2015, the ability to obtain regulatory
approvals and shareholder and stockholder 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 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 (the
"Registration Statement"), which includes a prospectus with respect
to the shares to be issued in the proposed transaction and a joint
proxy statement for the stockholders of MWV and the shareholders of
RockTenn (the "Joint Proxy Statement") (the "Registration
Statement"). On or about May 22, 2015, each of MWV and RockTenn
commenced mailing the Joint Proxy Statement in definitive form to
its stockholders or shareholders, as applicable, of record as of
the close of business on May 4, 2015. Each of WestRock Company, MWV
and RockTenn may file other documents regarding the proposed
transaction with the SEC. The Registration Statement and the Joint
Proxy Statement 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 WELL AS ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS THEY BECOME AVAILABLE, AND ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY 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 are 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 is included in the Registration Statement and the Joint
Proxy Statement and will be included in other relevant materials
RockTenn and MWV intend to file with the SEC.
Meadwestvaco (NYSE:MWV)
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