Sustainable fibre-based paper and packaging provider Westrock’s shareholders have given their approval for the proposed merger with Smurfit Kappa, a move that will unite two of the major players in the packaging industry.  

The transaction agreement and related proposals were approved based on a preliminary vote count at WestRock’s Special Meeting of Stockholders yesterday (13 June).

The agreement, which was initially formed on 12 September 2023, outlines that Smurfit WestRock will acquire Smurfit Kappa under a scheme of arrangement in accordance with the Companies Act 2014 of the Republic of Ireland.  

Additionally, Sun Merger Sub, a subsidiary of Smurfit WestRock, will merge with WestRock, with the latter becoming a wholly owned subsidiary of the combined entity. 

Upon completion of the merger, WestRock common stockholders are set to receive one share of the new Smurfit WestRock and $5.00 in cash for each of their WestRock shares.  

Bloomberg has estimated the value of this transaction at $11.2bn. 

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The merger’s finalisation is contingent on certain conditions detailed in the Transaction Agreement.  

Once finalised, Smurfit Kappa shareholders will possess approximately 50.4% of Smurfit WestRock, with the remaining 49.6% being held by WestRock shareholders. 

At the time of announcing the agreement, WestRock chair Alan Wilson said: “This combination will enable WestRock to advance its key growth initiatives on a global scale while providing our shareholders with the opportunity to participate meaningfully in the combined company’s significant upside value potential.” 

Smurfit Kappa is one of the leading providers of paper-based packaging solutions in the world, with more than 350 production sites across 36 countries. 

WestRock, which is headquartered in Atlanta, Georgia, US, has more than 50,000 employees in the Americas, Europe, and Asia-Pacific regions. 

Together, the companies generated an adjusted annual revenue of approximately $34bn as of 30 June 2023. 

In the first quarter of financial year 2024, Smurfit Kappa reported a revenue of €2.7bn ($2.8bn)