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WestRock To Acquire KapStone - Quick Facts

WestRock Company (WRK) and KapStone Paper and Packaging Corp. (KS) announced a definitive agreement, pursuant to which WestRock will acquire all of the outstanding shares of KapStone for $35.00 per share and will assume approximately $1.36 billion in net debt, for a total enterprise value of approximately $4.9 billion. KapStone stockholders will have the option to receive $35.00 per share in cash, or to elect to receive 0.4981 WestRock shares per KapStone share. KapStone's chairman, Roger Stone, and president and CEO, Matt Kaplan, have entered into voting agreements, pursuant to which they have agreed to vote their shares in support of the transaction, subject to certain limitations.

Headquartered in Northbrook, Illinois, KapStone is a North American producer and distributor of containerboard, corrugated products and specialty papers, including liner and medium containerboard, kraft papers and saturating kraft. KapStone also owns Victory Packaging, a packaging solutions distribution company with facilities in the United States, Canada and Mexico. Upon completion of the transaction, KapStone will be integrated into WestRock's Corrugated Packaging segment.

Upon closing, the acquisition is expected to be immediately accretive to WestRock's adjusted earnings and cash flow, inclusive of purchase accounting adjustments. The transaction is subject to a number of customary closing conditions, including a vote by KapStone's stockholders, and is expected to close during the quarter ending September 30, 2018.

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