WestRock Announces Final RockTenn Shareholder Merger Consideration Election Results

NORCROSS, Ga., July 2, 2015 (GLOBE NEWSWIRE) -- WestRock Company (WestRock) (NYSE:WRK) today announced the final results of the elections made by former RockTenn shareholders as to the form of merger consideration they wished to receive in connection with the combination of Rock-Tenn Company (RockTenn) and MeadWestvaco Corporation (MWV) into WestRock.

As previously announced, under the terms of the business combination agreement, by and among RockTenn, MWV, WestRock, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, subject to proration, allocation and certain limitations set forth in the business combination agreement, shareholders of RockTenn had the option to elect to receive for each share of RockTenn common stock (except for excluded shares and dissenting shares as more particularly set forth in the business combination agreement):

• the right to receive an amount in cash equal to $63.549, the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination (the "Cash Consideration"); or
   
• the right to receive one fully paid and nonassessable share of WestRock common stock (the "Stock Consideration").

The final merger consideration election results were as follows:

• holders of 88,334,128 shares of RockTenn common stock, or approximately 62.7% of the outstanding shares of RockTenn common stock, elected to receive the Stock Consideration;
   
• holders of 12,904,570 shares of RockTenn common stock, or approximately 9.2% of the outstanding shares of RockTenn common stock, elected to receive the Cash Consideration; and
   
• holders of 39,648,405 shares of RockTenn common stock, or approximately 28.1% of the outstanding shares of RockTenn common stock, failed to make a valid election prior to the election deadline.

Because the Cash Consideration option was oversubscribed, the consideration to be received by the holders who elected the Cash Consideration was prorated pursuant to the terms set forth in the business combination agreement. Following the proration:

• former RockTenn shareholders who elected to receive the Stock Consideration received the Stock Consideration;
   
• former RockTenn shareholders who failed to make a valid election prior to the election deadline received the Stock Consideration; and
   
• former RockTenn shareholders who elected to receive the Cash Consideration received, for each share of RockTenn common stock they held (except for excluded shares and dissenting shares as more particularly set forth in the business combination agreement), 0.1856 fully paid and nonassessable shares of WestRock common stock and an amount in cash equal to $51.7514.

The combination closed on July 1, 2015.

About WestRock

WestRock Company (NYSE:WRK) aspires to be the premier partner and unrivaled provider of paper and packaging solutions in consumer and corrugated markets. WestRock's 42,000 team members support customers around the world from approximately 275 operating and business locations spanning North America, South America, Europe and Asia. Learn more at westrock.com.