REG - Smurfit WestRock Ltd - Publication of Prospectus

CitigroupAnnouncement

14/05/2024 18:00

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RNS Number : 4206O  Smurfit WestRock Limited  14 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

THIS IS AN ANNOUNCEMENT AND NOT A PROSPECTUS OR CIRCULAR OR EQUIVALENT
DOCUMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL
OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF
THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE
RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY
INVESTMENT ACTIVITY. INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS AND CIRCULAR IN
RELATION TO THE COMBINATION REFERRED TO IN THIS ANNOUNCEMENT HAVE BEEN
PUBLISHED TODAY.

 

14 May 2024

 

Smurfit WestRock Limited

(to be re-registered as an Irish public limited company

and renamed Smurfit WestRock plc)

 

Publication of Prospectus

 

Smurfit WestRock Limited (to be re-registered as an Irish public limited
company and renamed Smurfit WestRock plc) ("Smurfit WestRock") announces that
the UK Financial Conduct Authority (the "FCA") has today approved its
prospectus (the "Prospectus") relating to the proposed admission of its
ordinary shares (the "Smurfit WestRock Shares") to the standard listing
segment of the Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange plc (the "LSE").

In addition, a shareholder circular relating to the Combination (as defined
below) (the "Circular"), which contains, among other things, the full terms
and conditions of the scheme of arrangement (the "Scheme") and an explanatory
statement, together with the actions to be taken by the shareholders of
Smurfit Kappa Group plc ("Smurfit Kappa") ("Smurfit Kappa Shareholders") in
relation to an Irish High Court convened shareholder meeting (the "Scheme
Meeting") and an Extraordinary General Meeting of Smurfit Kappa (the "EGM"),
has been published today.

Availability of the Prospectus

Copies of the Prospectus and certain other documents in relation to the
Combination are available for inspection on
https://www.smurfitkappa.com/investors/smurfitwestrock
(https://www.smurfitkappa.com/investors/smurfitwestrock) .

The Prospectus and certain other documents in relation to the Combination will
also be available for inspection from 9:00 a.m. to 5:00 p.m. (Irish time),
Monday to Friday (excluding public holidays in Ireland) at the registered
office of Smurfit WestRock, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2,
Ireland, for a period of 12 months from today.

A copy of the Prospectus will also be submitted to the UK National Storage
Mechanism, where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Availability of the Circular

Copies of the Circular and certain other documents in relation to the
Combination (including a copy of Smurfit Kappa's Articles of Association
showing the proposed changes in relation to the Combination) are available on
Smurfit Kappa's corporate website at
www.smurfitkappa.com/investors/meetings2024. Additionally, Smurfit Kappa
Shareholders will shortly receive a hard copy of the Circular and the Forms of
Proxy for the Scheme Meeting and the EGM.

The Circular and certain other documents in relation to the Combination will
also be available for inspection from 9:00 a.m. to 5:00 p.m. (Irish time),
Monday to Friday (excluding public holidays in Ireland) at the registered
office of Smurfit Kappa, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland
and at the offices of Matheson LLP, 70 Sir John Rogerson's Quay, Dublin 2, D02
R296, Ireland.

Enquiries

For further information, please contact:

 

 Ciarán Potts                                                             Gillian Carson-Callan

 Smurfit Kappa                                                            Smurfit Kappa

 T: +353 1 202 7000                                                       T : +353 1 202 7000

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Background to the Combination

On 12 September 2023, Smurfit Kappa announced that it had signed a definitive
transaction agreement (the "Transaction Agreement") with WestRock Company
("WestRock") to create the combined group of Smurfit WestRock (the "Combined
Group") (the "Combination"). The Combination will be implemented by means of:
(i) an acquisition by Smurfit WestRock of the entire issued share capital of
Smurfit Kappa by means of a Scheme under Section 450 of the Companies Act 2014
of Ireland (as amended) (the "Irish Companies Act") (the "Smurfit Kappa Share
Exchange"); and (ii) a merger between Sun Merger Sub, LLC, a wholly-owned
subsidiary of Smurfit WestRock, with and into WestRock, with WestRock
surviving the merger as a wholly-owned subsidiary of Smurfit WestRock (the
"Merger"). Upon completion of the Combination ("Completion"), Smurfit Kappa
and WestRock will each become wholly-owned subsidiaries of Smurfit WestRock
and Smurfit WestRock will continue as the new holding company of the Combined
Group.

Smurfit Kappa's ordinary shares (the "Smurfit Kappa Shares") are currently (i)
listed on the premium listing segment of the Official List of the FCA and
admitted to trading on the LSE's main market for listed securities, and (ii)
listed on the Official List of Euronext Dublin and admitted to trading on the
Euronext Dublin Market. WestRock's shares of common stock (the "WestRock
Shares") are currently listed and traded on the New York Stock Exchange (the
"NYSE"). Subject to Completion, it is expected that:

·           the Smurfit Kappa Shares (i) will be delisted from the
premium listing segment of the Official List of the FCA and will cease trading
on the LSE's main market for listed securities, and (ii) will be delisted from
the Official List of Euronext Dublin and will cease trading on the Euronext
Dublin Market;

·           the WestRock Shares will be delisted from the NYSE; and

·           the Smurfit WestRock Shares will be (i) approved for
listing on the NYSE, and (ii) admitted to the standard listing segment of the
Official List of the FCA and to trading on the LSE's main market for listed
securities.

Additional Information about the Combination and Where to Find It

In connection with the Combination, Smurfit WestRock has filed with the US
Securities and Exchange Commission (the "US SEC") a registration statement on
Form S-4 (Reg. No. 333-278185) (as amended and as may be further amended or
supplemented from time to time, the "US Registration Statement"), which was
declared effective by the US SEC on 26 April 2024, that includes a prospectus
(the "US Prospectus") relating to the offer and sale of the Smurfit WestRock
Shares to WestRock stockholders (the "WestRock Shareholders") pursuant to the
Merger. In addition, on 26 April 2024, WestRock filed a separate definitive
proxy statement with the US SEC with respect to the special meeting of
WestRock Shareholders in connection with the Merger (as it may be amended or
supplemented from time to time, the "US Proxy Statement"). WestRock commenced
mailing of the US Proxy Statement to WestRock Shareholders on or about 1 May
2024. This announcement is not a substitute for any registration statement,
prospectus, proxy statement or other document that Smurfit Kappa, WestRock
and/or Smurfit WestRock have filed or may file with the US SEC or the FCA in
connection with the Combination.

Before making any voting or investment decisions, investors, stockholders and
shareholders of Smurfit Kappa and WestRock are urged to read carefully and in
their entirety the Circular, the Prospectus, the US Registration Statement,
the US Prospectus and the US Proxy Statement, as applicable, and any other
relevant documents that are filed or will be filed with the FCA or the US SEC,
as well as any amendments or supplements to these documents, in connection
with the Combination when they become available, because they contain or will
contain important information about the Combination, the parties to the
Combination, the risks associated with the Combination and related matters,
including information about certain of the parties' respective directors,
executive officers and other employees who may be deemed to be participants in
the solicitation of proxies in connection with the Combination and about their
interests in the solicitation.

The US Registration Statement, the US Prospectus, the US Proxy Statement and
other documents filed by Smurfit WestRock, Smurfit Kappa and WestRock with the
US SEC are available free of charge at the US SEC's website at www.sec.gov
(http://www.sec.gov) . In addition, investors and shareholders or stockholders
are able to obtain free copies of the US Registration Statement, the US Proxy
Statement and other documents filed with the US SEC by WestRock online at
ir.westrock.com/ir-home/ (https://ir.westrock.com/ir-home/) , upon written
request delivered to 1000 Abernathy Road, Atlanta, Georgia 30328, United
States, or by calling +1 (770) 448-2193, and are able to obtain free copies of
the US Registration Statement, the US Prospectus, the US Proxy Statement and
other documents filed with the US SEC by Smurfit WestRock or Smurfit Kappa
online at www.smurfitkappa.com/investors
(http://www.smurfitkappa.com/investors) , upon written request delivered to
Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland or by calling +353 1 202
7000. The information included on, or accessible through, Smurfit WestRock's,
Smurfit Kappa's or WestRock's websites is not incorporated by reference into
this announcement.

Important Information regarding Financial Advisers

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the FCA and the
PRA in the United Kingdom, is acting as lead financial adviser to Smurfit
Kappa and as listing adviser to Smurfit WestRock and no one else in connection
with the Combination. Citi and its affiliates and their respective directors,
officers, employees and agents will not regard any other person as a client in
relation to the matters set out in this announcement and the Prospectus and
will not be responsible to anyone other than Smurfit Kappa and Smurfit
WestRock for providing the protections afforded to their clients nor for
providing advice in relation to the contents of this announcement and the
Prospectus or any other matter referred to therein. Neither Citi, nor any of
its affiliates, directors, officers or employees owes or accepts any duty,
responsibility or liability whatsoever (directly or indirectly, whether in
contract, tort, statute or otherwise), and disclaims any liability, to any
person who is not its client in connection with the Combination, the contents
of this announcement or any transaction arrangement or other matter referred
to herein.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as financial adviser to Smurfit
Kappa and Smurfit WestRock and no one else in connection with the contents of
this announcement and the Combination. PJT Partners and its affiliates and
their respective directors, officers, employees and agents will not regard any
other person as a client in relation to the matters set out in this
announcement and the Prospectus and will not be responsible to anyone other
than Smurfit Kappa and Smurfit WestRock for providing the protections afforded
to clients of PJT Partners nor for providing advice in relation to the
contents of this announcement and the Prospectus or any other matter referred
to therein. Neither PJT Partners nor any of its or their subsidiaries,
branches, affiliates, directors or employees owes or accepts any duty,
liability, or responsibility whatsoever (directly or indirectly, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of PJT Partners in connection with the Prospectus, any statement
contained therein, the Combination, the contents of this announcement, or
otherwise and its affiliates disclaim any and all such liability.

Evercore Group L.L.C. ("Evercore") is acting as financial adviser to the board
of directors of WestRock and no one else in connection with this announcement
and the Combination and will not be responsible to anyone other than WestRock
for providing the protections afforded to its clients or for providing advice
in relation to the Combination, the contents of this announcement and the
Prospectus or any other matter referred to therein. Neither Evercore nor any
of its affiliates or their respective directors, officers or employees owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with the Prospectus, any
statement contained therein, the contents of this announcement, or otherwise
and Evercore and its affiliates disclaim any and all such liability.

Lazard Frères & Co. LLC ("Lazard") is acting as financial adviser to
WestRock and no one else in connection with the contents of this announcement
and the Combination and will not be responsible to anyone other than WestRock
for providing the protections afforded to its clients or for providing advice
in relation to the Combination, the contents of this announcement and the
Prospectus or any other matter referred to therein. Neither Lazard nor any of
its affiliates or their respective directors, officers or employees owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with the Prospectus, any
statement contained therein, the contents of this announcement, or otherwise
and Lazard and its affiliates disclaim any and all such liability.

Forward-Looking Statements

This announcement and the Prospectus, as well as oral statements made or to be
made by Smurfit WestRock, Smurfit Kappa and WestRock, include certain
"forward-looking statements" (including within the meaning of US federal
securities laws) regarding the Combination and the listing of Smurfit
WestRock, the rationale and expected benefits of the Combination (including,
but not limited to, synergies), and any other statements regarding Smurfit
WestRock's, Smurfit Kappa's and WestRock's future expectations, beliefs,
plans, objectives, results of operations, financial condition and cash flows,
or future events or performance. Statements included in this announcement and
the Prospectus that are not historical facts, including statements about the
beliefs and expectations of the management of each of Smurfit WestRock,
Smurfit Kappa and WestRock, are forward-looking statements. Words such as
"may", "will", "could", "should", "would", "anticipate", "intend", "estimate",
"project", "plan", "believe", "expect", "target", "prospects", "potential",
"commit", "forecasts", "aims", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. While Smurfit WestRock, Smurfit Kappa
and WestRock believe these expectations, assumptions, estimates and
projections are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many of
which are beyond the control of Smurfit WestRock, Smurfit Kappa and WestRock.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon future circumstances that may or
may not occur. Actual results may differ materially from the current
expectations of Smurfit WestRock, Smurfit Kappa and WestRock depending upon a
number of factors affecting their businesses and risks associated with the
successful execution of the Combination and the integration and performance of
their businesses following the Combination. Important factors that could cause
actual results to differ materially from such plans, estimates or expectations
include: developments related to pricing cycles and volumes; economic,
competitive and market conditions generally, including macroeconomic
uncertainty, customer inventory rebalancing, the impact of inflation and
increases in energy, raw materials, shipping, labour and capital equipment
costs; reduced supply of raw materials, energy and transportation, including
from supply chain disruptions and labour shortages; intense competition; risks
related to international sales and operations; failure to respond to changing
customer preferences and to protect intellectual property; results and impacts
of acquisitions by Smurfit Kappa, WestRock or, following Completion, the
Combined Group; the amount and timing of Smurfit Kappa's, WestRock's and,
following Completion, the Combined Group's capital expenditures; evolving
legal, regulatory and tax regimes; changes in economic, financial, political
and regulatory conditions in Ireland, the United Kingdom, the United States
and elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest, pandemics (such as
the COVID-19 pandemic), geopolitical uncertainty, and conditions that may
result from legislative, regulatory, trade and policy changes associated with
the current or subsequent Irish, US or UK administrations; the ability of
Smurfit Kappa, WestRock or, following Completion the Combined Group, to
successfully recover from a disaster or other business continuity problem due
to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or other natural
or man-made event, including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public health crises,
such as pandemics (including the COVID-19 pandemic) and epidemics and any
related company or governmental policies and actions to protect the health and
safety of individuals or governmental policies or actions to maintain the
functioning of national or global economies and markets; the potential
impairment of assets and goodwill; the scope, costs, timing and impact of any
restructuring of operations and corporate and tax structure; actions by third
parties, including government agencies; a regulatory approval that may be
required for the Combination is delayed, is not obtained in a timely manner or
at all or is obtained subject to conditions that are not anticipated; Smurfit
WestRock may be unable to achieve the synergies and value creation
contemplated by the Combination; Smurfit WestRock's availability of sufficient
cash to distribute to Smurfit WestRock shareholders in line with current
expectations; Smurfit WestRock may be unable to promptly and effectively
integrate Smurfit Kappa's and WestRock's businesses; failure to successfully
implement strategic transformation initiatives; each of Smurfit Kappa's,
WestRock's and, following Completion, the Combined Group's management's time
and attention is diverted on issues related to the Combination; disruption
from the Combination makes it more difficult to maintain business, contractual
and operational relationships; significant levels of indebtedness; credit
ratings may decline following the Combination; legal proceedings may be
instituted against Smurfit WestRock, Smurfit Kappa or WestRock; Smurfit Kappa,
WestRock and, following Completion the Combined Group, may be unable to retain
or hire key personnel; the consummation of the Combination may have a negative
effect on Smurfit Kappa's or WestRock's share prices, or on their operating
results; the risk that disruptions from the Combination will harm Smurfit
Kappa's or WestRock's business, including current plans and operations;
certain restrictions during the pendency of the Combination that may impact
Smurfit Kappa's or WestRock's ability to pursue certain business opportunities
or strategic transactions; Smurfit WestRock's ability to meet expectations
regarding the accounting and tax treatments of the Combination, including the
risk that the Internal Revenue Service may assert that Smurfit WestRock should
be treated as a US corporation or be subject to certain unfavourable US
federal income tax rules under Section 7874 of the Internal Revenue Code of
1986, as amended, as a result of the Combination; and other factors such as
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of regulators and other factors such as changes in
the political, social and regulatory framework in which the Combined Group
will operate or in economic or technological trends or conditions.

None of Smurfit WestRock, Smurfit Kappa, WestRock or any of their respective
associates or directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement or the Prospectus will
actually occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with its legal or
regulatory obligations (including under the UK Prospectus Regulation, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus
Regulation Rules, the UK Market Abuse Regulation and other applicable
regulations), Smurfit WestRock is under no obligation, and Smurfit WestRock
expressly disclaims any intention or obligation, to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise.

No Offer of Securities

This announcement does not constitute or form part of any offer or invitation
to purchase, acquire, subscribe for, sell, dispose of or issue, or any
solicitation of any offer to sell, dispose of, purchase, acquire or subscribe
for, any security, including any Smurfit WestRock Shares to be issued to
Smurfit Kappa Shareholders and WestRock Shareholders in connection with the
Combination. In particular, the issuance of the Smurfit WestRock Shares in
connection with the Combination to Smurfit Kappa Shareholders has not been,
and is not expected to be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or the securities laws of any other
jurisdiction. The Smurfit WestRock Shares to be issued in connection with the
Combination to Smurfit Kappa Shareholders will be issued pursuant to an
exemption from the registration requirements provided by Section 3(a)(10) of
the US Securities Act based on the approval of the proposed Scheme to effect
the Smurfit Kappa Share Exchange under the terms of the Transaction Agreement
by the Irish High Court. Section 3(a)(10) of the US Securities Act exempts
securities issued in exchange for one or more bona fide outstanding securities
from the general requirement of registration where the fairness of the terms
and conditions of the issuance and exchange of the securities have been
approved by any court or authorised governmental entity, after a hearing upon
the fairness of the terms and conditions of the exchange at which all persons
to whom securities will be issued have the right to appear and to whom
adequate notice of the hearing has been given. In determining whether it is
appropriate to authorise the Scheme, the Irish High Court will consider at the
hearing of the motion to sanction the Scheme under Section 453 of the Irish
Companies Act (the "Irish Court Hearing") whether the terms and conditions of
the Scheme are fair to Scheme shareholders. The Irish High Court will fix the
date and time for the Irish Court Hearing. If the Irish High Court approves
the Scheme, its approval will constitute the basis for the Smurfit WestRock
Shares to be issued without registration under the US Securities Act in
reliance on the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of the US Securities Act.

Participants in the Solicitation of Proxies

This announcement is not a solicitation of proxies in connection with the
Combination. However, under US SEC rules, Smurfit WestRock, Smurfit Kappa,
WestRock, and certain of their respective directors, executive officers and
other members of the management and employees may be deemed to be participants
in the solicitation of proxies in connection with the Combination.

Information about (i) WestRock's directors is set forth in the section
entitled "Board Composition" on page 8 of WestRock's proxy statement on
Schedule 14A filed with the US SEC on 13 December 2023 and (ii) WestRock's
executive officers is set forth in the section entitled "Executive Officers"
on page 141 of WestRock's Annual Report on Form 10-K (the "WestRock 2023
Annual Report") filed with the US SEC on 17 November 2023. Information about
the compensation of WestRock's directors for the financial year ended 30
September 2023 is set forth in the section entitled "Director Compensation"
starting on page 19 of WestRock's proxy statement on Schedule 14A filed with
the US SEC on 13 December 2023. Information about the compensation of
WestRock's executive officers for the financial year ended 30 September 2023
is set forth in the section entitled "Executive Compensation Tables" starting
on page 38 of WestRock's proxy statement on Schedule 14A filed with the US SEC
on 13 December 2023. Transactions with related persons (as defined in Item 404
of Regulation S-K promulgated under the US Securities Act) are disclosed in
the section entitled "Certain Relationships and Related Person Transactions"
on page 20 of WestRock's proxy statement on Schedule 14A filed with the US SEC
on 13 December 2023. Information about the beneficial ownership of WestRock's
securities by WestRock's directors and named executive officers as of 22 April
2024 is set forth in the section entitled "Security Ownership of Certain
Beneficial Holders, Directors and Management of WestRock" starting on page 277
of each of the US Proxy Statement and the US Prospectus. As of 22 April 2024,
none of the participants (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) owned more than 1% of WestRock
Shares. Other information regarding certain participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise are contained in the section entitled
"Interests of WestRock's Directors and Executive Officers in the Combination"
beginning on page 139 of each of the US Prospectus and the US Proxy Statement.

Information about Smurfit Kappa's directors and executive officers is set
forth in the section entitled "Board of Directors," starting on page 112 of
Smurfit Kappa's 2023 Annual Report (the "Smurfit Kappa 2023 Annual Report")
published on Smurfit Kappa's website on 15 March 2024 which was filed with the
FCA on 15 March 2024 and Euronext Dublin in Ireland on 15 March 2024.
Information about the compensation of Smurfit Kappa executive officers and
directors is set forth in the remuneration report starting on page 129 of
the Smurfit Kappa 2023 Annual Report. Transactions with related persons (as
defined under Paragraph 24 of the International Accounting Standards) are
disclosed in the subsection entitled "Related Party Transactions" to the
section entitled "Notes to the Consolidated Financial Statements," on page 223
of the Smurfit Kappa 2023 Annual Report. Information about the beneficial
ownership of Smurfit Kappa's securities by Smurfit Kappa's directors and
executive officers is set forth in the sections entitled "Executive Directors'
Interests in Share Capital at 31 December 2023" on page 147 and "Non-executive
Directors' Interests in Share Capital at 31 December 2023" on page 150 of
the Smurfit Kappa 2023 Annual Report.

Information about the expected beneficial ownership of Smurfit WestRock
securities by the individuals who are expected to be executive officers and
directors of Smurfit WestRock at Completion is set forth in the section
entitled "Security Ownership of Certain Beneficial Holders, Directors and
Management of Smurfit WestRock" beginning on page 279 of each of the US
Prospectus and the US Proxy Statement. Information required by Item 402 of the
SEC's Regulation S-K with respect to the executive officers of Smurfit
WestRock who served as executives of Smurfit Kappa during Smurfit Kappa's
fiscal year 2023, as well as a description of certain post-Completion
compensation arrangements that are expected to apply to the executive officers
of Smurfit WestRock, is set forth in the section entitled "Executive
Compensation" beginning on page 327 of each of the US Prospectus and the US
Proxy Statement.

Other

The contents of this announcement are not to be construed as legal, business
or tax advice. Each investor, stockholder or shareholder should consult its
own legal adviser, financial adviser or tax adviser for legal, financial or
tax advice, respectively.

 

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