WestRock Company and KapStone Paper and Packaging Corporation today announced the U.S. Department of Justice has cleared WestRock's pending acquisition of KapStone through Whiskey Holdco Incorporated.
As this was the last antitrust approval required to complete the pending acquisition, WestRock and KapStone expect the pending acquisition to close Friday subject to customary closing conditions, KapStone said in a news release on its website.
As a result of the acquisition, among other things, Holdco will become the ultimate parent of WestRock, KapStone and their respective subsidiaries.
Assuming the acquisition closes as expected, former KapStone stockholders will have the right to receive, with respect to each share of KapStone common stock they hold, either $35 in cash or, if they made and did not revoke a valid election in respect thereof by the election deadline at 5 p.m.New York City time September 5, 0.4981 shares of Holdco common stock and cash in lieu of fractional shares.
WestRock expects that shares of KapStone common stock will cease trading on the New York Stock Exchange prior to market open on November 5.
The companies announced in January WestRock would acquire KapStone and all of the outstanding shares of KapStone for $35 per share and will assume approximately $1.36 billion in net debt for a total enterprise value of approximately $4.9 billion.
At the time WestRock said, “KapStone is a great fit with WestRock. Their complementary corrugated packaging and distribution operations will enhance WestRock’s ability to serve customers across our system, particularly in the western United States, and the addition of their specialty kraft paper products that we do not make enhances our differentiated portfolio of paper and packaging solutions.”
The company also said, “KapStone and WestRock share the same dedication to serving customers. We look forward to welcoming the KapStone team members to WestRock and working with them to help make WestRock an even better company.”
KapStone said at the time, “The agreement to combine with WestRock is a testament to the tremendous company we have built and the hard work and accomplishments of the KapStone team.
“The transaction enables us to deliver an immediate and compelling cash premium to our shareholders. As we began to understand WestRock’s principles, we realized how closely aligned our cultures are. As a result, we believe strongly that this will be beneficial to both our employees and customers.”
Documents filed with the Securities Exchange Commission around the time of the announcement indicated a business as usual approach at KapStone.
The documents included corporate-wide memos sent out by KapStone and transcripts of a conference call discussing not only WestRock’s quarterly report but the plans to purchase Kapstone.