WestRock nd KapStone Paper and Packaging have announced the preliminary results of the election made by KapStone stockholders to receive shares of common stock, par value $0.01 per share, of Whiskey Holdco, as consideration in the acquisition of KapStone by WestRock through Holdco.
If the KapStone special meeting of stockholders, on 6 September 2018, is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date, and WestRock and KapStone will announce any such delay and, when determined, the new election deadline.
As previously announced, KapStone stockholders have the option, with respect to each share of KapStone common stock they hold, to receive $35.00 per share in cash (the “Cash Consideration”), or to elect to receive 0.4981 shares of Holdco common stock (the “Stock Consideration”) and cash in lieu of fractional shares by the Election Deadline, provided that Stock Consideration may be received with respect to a maximum of 25% of the issued and outstanding shares of KapStone common stock immediately prior to the effective time of the acquisition.
There is no limit on the number of shares of KapStone common stock with respect to which Cash Consideration may be received. The documents related to the election of Stock Consideration were mailed to KapStone stockholders beginning on August 2, 2018.
Based on information as of the Election Deadline, holders of 3,135,062 shares of KapStone common stock, or approximately 3.2% of the shares of KapStone common stock currently issued and outstanding, elected to receive Stock Consideration in respect of such shares. These are preliminary results.
Because, based on such preliminary results, Stock Consideration is expected to be elected in respect of fewer than 25% of the shares of KapStone common stock outstanding as of immediately prior to the effective time of the acquisition, the election of Stock Consideration is not expected to be prorated.
WestRock 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.
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.
Source: Company Press Release