Clifford Chance

Clifford Chance advises WestRock Company on its combination with Smurfit Kappa

International law firm Clifford Chance is advising WestRock Company, a leader in sustainable, fiber-based packaging solutions listed on the NYSE and an S&P 500 constituent, on its combination with Smurfit Kappa PLC, a London Listed FTSE 100 company and one of the leading providers of paper-based packaging solutions in the world.

The combination, which will create a global leader in sustainable packaging, will be structured through a scheme of arrangement of Smurfit Kappa to create a new holding company, Smurfit WestRock, and through a merger of a newly formed Smurfit Kappa subsidiary with WestRock. Smurfit Kappa shareholders will hold approximately 50.4% of Smurfit WestRock, with WestRock shareholders holding the remaining 49.6%. WestRock shareholders will also receive US$5 in cash for each of their WestRock shares. The combination values WestRock at approximately US$11 billion and the combined Smurfit WestRock at US$22 billion.

The firm's cross border and multidisciplinary team is led by Corporate partners Enoch Varner (Houston), David Brinton (New York) and Steven Fox (London), Capital Markets partner Simon Thomas (London), Antitrust partner Greg Olsen (London) and Finance partner Nick Kinnersley (London). They are supported by Corporate senior associate Harriet Martin, Capital Markets senior associate Yuli Adagun, Antitrust senior associate Greg Hayes and Finance senior associate Katherine Sinclair, all in London.

Smurfit WestRock will be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and North and South American operations headquartered in Atlanta, Georgia. Its ordinary shares will be listed on the NYSE, with a standard listing in London, and the company will seek US equity index inclusion as soon as possible thereafter.

The combination is conditional, amongst other things, on the approval by shareholders of each of Smurfit Kappa and WestRock and receipt of required regulatory clearances as well as other customary conditions.