Rock-Tenn Company and Smurfit-Stone Container Corporation Shareholders Approve Merger
28 May 2011 - 2:01AM
Business Wire
RockTenn (NYSE: RKT) and Smurfit-Stone Container Corporation
(NYSE: SSCC) today announced the results of their meetings of
shareholders held earlier today. Both RockTenn and Smurfit-Stone
shareholders approved the merger as more than 99% of the RockTenn
shares that voted at the meeting voted “FOR” the merger and more
than 91% of the Smurfit-Stone shares that voted at the
Smurfit-Stone meeting voted “FOR” the merger.
RockTenn has completed its acquisition of Smurfit-Stone.
Pursuant to the Agreement and Plan of Merger, each outstanding
share of Smurfit-Stone common stock (other than dissenting shares),
has been converted into the right to receive $17.50 in cash and
0.30605 of a share of RockTenn class A common stock. Pursuant to
the Agreement and Plan of Merger, Timothy J. Bernlohr, Terrell K.
Crews, and Ralph F. Hake have joined the RockTenn board of
directors from the Smurfit-Stone board of directors, increasing the
number of directors from 10 to 13.
RockTenn Chairman and Chief Executive Officer James A. Rubright
stated, “We are pleased with the strong support that both RockTenn
and Smurfit-Stone shareholders had for this transaction and are
excited about the opportunity to create additional value for our
customers, shareholders and employees. The acquisition of
Smurfit-Stone brings us one step closer to making RockTenn the most
respected and profitable integrated paperboard and packaging
company in North America. We welcome the former Smurfit-Stone
customers to RockTenn and look forward to providing them with
exceptional product quality and service.”
In conjunction with the acquisition of Smurfit-Stone, RockTenn
closed on $4.3 billion of debt financing, consisting of a $1.475
billion, 5-year revolving credit facility; a $1.475 billion, 5-year
term loan facility; a $750 million, 7-year term loan facility and a
$625 million, 3-year accounts receivable securitization facility.
The borrowings under the new debt facilities were used in part to
finance the merger, to repay outstanding indebtedness of
Smurfit-Stone, to refinance RockTenn’s existing credit facilities,
to pay for fees and expenses incurred in connection with the
acquisition of Smurfit-Stone and to provide liquidity for general
corporate purposes of approximately $1 billion.
About RockTenn
RockTenn (NYSE:RKT) is one of North America's leading integrated
manufacturers of corrugated and consumer packaging and recycling
solutions, with annualized net sales of approximately $10 billion.
RockTenn's 26,000 employees are committed to exceeding their
customers' expectations - every time. The Company operates
locations in the United States, Canada, Mexico, Chile, Argentina
and China. For more information, visit
www.rocktenn.com.
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